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                                                                   EXHIBIT 10.13


EMPLOYMENT AND                                         UNITED STATES OF AMERICA
STOCK OWNERSHIP
AGREEMENT                                              STATE OF LOUISIANA

BY AND BETWEEN                                         PARISH OF ORLEANS

ENERGY PARTNERS, LTD.

AND




                  THIS EMPLOYMENT AND STOCK OWNERSHIP AGREEMENT (the
"Agreement"), entered into in New Orleans, Louisiana on this 5th day of June,
1998, by and between      , an individual of the full age of majority domiciled
in        , (hereinafter called "Employee") and Energy Partners, Ltd., a
corporation organized and existing under the laws of the State of Delaware
(hereinafter called "Company"), represented herein by its duly authorized
President, Richard A Bachmann.

1.       Terms and Conditions of Employment.

         1.1.     Length of Employment. In consideration for the compensation
                  set forth in Subparagraph 1.2, Employee shall be employed as
                         for a period of five (5) years (or for such lesser time
                  period as mandated by law) beginning on a date mutually agreed
                  to by the parties (the "Term"). Company may terminate
                  employment at any time for "Cause" in which case Employee
                  shall not be entitled to the balance of compensation for the
                  remainder of the Term. "Cause" as used herein shall consist of
                  the following: (a) willful refusal to perform assigned
                  functions; (b) insubordination; (c) embezzlement; (d)
                  intoxication or drug abuse which interferes with job
                  performance; (e) wrongful disclosure of confidential company
                  information; (f) conflict of interest which is undisclosed and
                  not Board approved; (g) conviction of a felony; (h) engaging,
                  directly or indirectly, in a business which is competitive to
                  the business of the Company, as an employee, officer,
                  director, shareholder, partner, agent or independent
                  contractor which is undisclosed and not Board approved; and
                  (i) incompetence. Within thirty (30) days of execution of this
                  Agreement, Employee shall prepare a written disclosure
                  statement of all business relationships in which he may
                  continue to be an employee, officer, director, shareholder,
                  partner, agent or independent contractor. A Cause
                  determination shall be in the Company's sole discretion.
                  Company may terminate employment upon ninety (90) days'


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                  written notice for any reason whatsoever in which case
                  Employee shall not be entitled to the balance of compensation
                  for the remainder of the Term following such ninety (90) day
                  notice. Employee shall not be entitled to the balance of
                  compensation due for the remainder of the Term following
                  termination of employment due to death or permanent
                  disability.

         1.2.     Consideration. As compensation, Employee shall receive the
                  monthly compensation as set forth on Exhibit "A" attached
                  hereto and made a part hereof, less social security and
                  withholding taxes. The Company shall offer group health care
                  coverage as determined by the Board of Directors. By mutual
                  written agreement between the parties, Exhibit "A" may be
                  modified, substituted or replaced from time to time so as to
                  reflect adjustments to compensation or other benefits as
                  determined by the Board of Directors. Only the President of
                  the Company shall have the authority on the Company's behalf
                  to modify, substitute or replace Exhibit "A."

         1.3.     Vacation Time. Employee shall accrue vacation days during each
                  month worked during the Term as set forth in Exhibit "A",
                  which shall be taken at times mutually agreeable to Employee
                  and Company. The Company, in its discretion, may advance
                  vacation days as requested by Employee. Months "worked" are
                  those months during which Employee was actively engaged in
                  employment on Company's behalf for more than ten (10) business
                  days. The accrued vacation time must be used in the calendar
                  year that it is accrued and will not be carried forward to
                  succeeding years.

         1.4.     Liability. Company shall indemnify and hold harmless Employee
                  from and against any and all claims and liabilities to which
                  Employee may be or become subject by reason of Employee now or
                  hereafter being or having heretofore been an employee of
                  Company and/or by reason of Employee's alleged acts or
                  omissions as such employee, whether or not Employee continues
                  to be such employee at the time when any such claim or
                  liability is asserted, and shall reimburse Employee for all
                  legal and other expenses reasonably incurred by Employee in
                  connection with defending any or all such claims or
                  liabilities, including amounts paid or agreed to be paid in
                  connection with reasonable settlements made before final
                  adjudication with the approval of the Board of Directors,
                  whether or not Employee continues to be an employee at the
                  time such expenses are incurred; provided, however, that
                  Employee shall not be indemnified against any claim or
                  liability to the extent that it arises out of Employee's own
                  gross negligence or willful misconduct finally determined by a
                  court of competent jurisdiction, and shall not be indemnified
                  against or reimbursed for


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                  any expenses incurred in defending any or all such claims or
                  liability or in settling the same.

         1.5.     Non-Competition Agreement. Company and Employee acknowledge
                  that Company is engaged in the business of owning, operating,
                  producing and exploring for mineral interests, and other
                  related activities. For a period of two (2) years following
                  termination of employment (the last day on which Employee is
                  actively engaged in employment on Company's behalf), Employee
                  will not compete directly or indirectly with the Company as to
                  any existing contract to which Company is a party, and/or as
                  to any business of the Company evidenced by contracts,
                  agreements, letters of intent, confidentially agreements, or
                  written proposals in existence on the date of termination of
                  employment in those Parishes in Louisiana set forth in Exhibit
                  "B", and in the states and subdivisions of those states as
                  provided in Exhibit "B." The parties acknowledge that the
                  remedy at law for any breach, whether jointly or severally, of
                  this non-competition clause of this Agreement, all of which is
                  deemed material, will be inadequate and the parties hereby
                  agree that the Company shall be entitled to injunctive relief
                  by a court of competent jurisdiction enjoining and restraining
                  him from the continuance of any such act which constitutes a
                  breach hereof. In addition to injunctive relief, Company
                  reserves the right to seek any damages to which it may be
                  entitled as consequence of employee's breach of this
                  Agreement.

         1.6.     Wages. should Employee Resign (as defined in Subparagraph 2.7
                  below), and if Employee does not have any just cause of
                  complaint against the Company, Employee shall then forfeit all
                  of the future wages that may be due and payable to Employee.
                  However, Employee shall not be compelled to repay any monies
                  Employee has received as wages, whether in advance of the
                  current year or at the time of Employee's engagement.

2.       Shareholder's Agreement.

         2.1.     Purchase of Shares. Subject to the terms and conditions of
                  this Agreement, Employee shall purchase from Company 400
                  shares of no par value common stock of the Company
                  (hereinafter, the "Shares") at the price of one dollar ($1.00)
                  per share upon execution of this Agreement, receipt and
                  sufficiency of which is hereby acknowledged.

         2.2.     Transfer of Shares. No Shares may be sold, assigned, pledged,
                  transferred or otherwise alienated (each, "Transferred")
                  except in accordance with and pursuant to the terms and
                  conditions of this Agreement and that certain

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                  Stockholders' Agreement dated June 5, 1998, by and between the
                  Company, Employee, and others identified therein (the
                  "Stockholders' Agreement"). Additionally, as a condition
                  precedent to any Transfer, the transferee must validly execute
                  the Stockholders' Agreement. Unless otherwise prohibited in
                  the Stockholders' Agreement, the Shares may be pledged with
                  the Company's consent, provided that any lender's recourse for
                  liquidation on debt repayment shall be limited to selling the
                  pledged Shares under the same terms and conditions as though
                  it was an Employee. The lender shall agree to the foregoing
                  provisions as terms of the pledge.

         2.3.     Restrictions on Transfer. Any Transfer or attempted Transfer
                  by Employee in violation of this Agreement shall be null and
                  void and of no force or effect whatever. Any purported
                  transferee shall not be deemed to be a shareholder of the
                  Company and shall not be entitled to receive a new certificate
                  or any distributions on or with respect to the Shares.
                  Employee hereby acknowledges the reasonableness of the
                  restrictions on Transfer imposed by this Agreement in view of
                  the Company's purposes and the relationship of the Employee
                  with the Company. Accordingly, the restrictions on Transfer
                  contained herein shall be specifically enforceable. Employee
                  hereby further agrees to hold the Company and each other
                  shareholder (each shareholder's successors and assigns) wholly
                  and completely harmless from any cost, liability or damage
                  (including, without limitation, liabilities for income taxes
                  and costs of enforcing this indemnity) incurred by any of such
                  indemnified persons as a result of a Transfer or attempted
                  Transfer in violation of this Agreement.

         2.4.     Subsequently Issued Shares. All Shares hereinafter issued to
                  Employee or to Employee's beneficiaries, heirs, successors in
                  interest, representatives or assigns with respect to any
                  Shares subject to this Agreement, whether by stock split,
                  stock dividend or otherwise, shall bear the same endorsement
                  and be subject to all the terms and conditions hereof.

         2.5.     Legend. In addition to other legends required under the
                  Stockholders' Agreement and applicable securities laws, the
                  Shares which are subject to this Agreement shall contain the
                  following legend:

                           "The shares represented by this certificate are
                           subject to repurchase by Energy Partners, Ltd. and
                           such shares may not be sold or otherwise transferred
                           except pursuant to the Employment and Stock Ownership
                           Agreement, dated ______________, 1998, by and between
                           the shareholder to whom this certificate was issued,
                           the shareholder's spouse and Energy Partners, Ltd.,


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                           a copy of which is on file in the office of the
                           Corporate Secretary of the Company."

         2.6.     Internal Revenue Code Section 83(b) Election. The Employee
                  shall execute a valid election under Internal Revenue Code
                  Section 83(b), in accordance with the procedures prescribed in
                  the regulations thereunder and the form attached hereto and
                  made hereof as Exhibit "C".

         2.7.     Shareholder Rights Upon Employee Resignation or Termination
                  for Cause. If Employee voluntarily terminates employment with
                  the Company by resignation ("Resign") before the expiration of
                  the Term or if Employee is terminated by the Company for
                  "Cause" (as defined in Subparagraph 1.1 above) prior to the
                  expiration of the Term, all of Employee's rights to the Shares
                  may be acquired as set forth in Section 2.12 hereof at a price
                  equal to the greater of $0.00 or the book value of the Shares
                  as set forth on the Company's financial statements as of
                  December 31 of the year prior to termination.

         2.8.     Shareholder Rights Upon Judgment of Separation or Divorce. In
                  the event of a judgment of separation or divorce involving
                  Employee in which a portion of Employee's Shares are
                  transferred to Employee's spouse/ex-spouse, Employee shall
                  have sixty (60) days from the date of such transfer to
                  purchase said Shares from the spouse/ex-spouse. If Employee
                  does not purchase said Shares within the sixty (60) day time
                  period, then within four (4) months of said transfer, all of
                  Employee's rights to the Shares transferred to Employee's
                  spouse/ex-spouse may be acquired as set forth in Section 2.12
                  hereof. If the Shares are owned as community property or in
                  joint ownership, Employee's spouse shall execute this
                  Agreement in acknowledgment and agreement to such sale of
                  Shares. The spouse, by executing this Agreement, shall also
                  acknowledge and agree that following such sale of their
                  Shares, the spouse will have no further interest whatsoever in
                  this Agreement or any claims under it. This provisions shall
                  be inapplicable to any Employee whose spouse/ex-spouse is also
                  an employee of the Company and holds Shares in their own name.

         2.9.     Purchase Price Upon Judgment of Separation or Divorce. (a) If
                  the Employee purchases the spouse/ex-spouse's Shares, the
                  purchase price shall be based upon the "fair market value" of
                  the Shares as of the end of the fiscal year of the Company
                  immediately preceding the date of said judgment and payment
                  shall be made in cash. "Fair market value" shall be determined
                  by both the Employee and the spouse/ex-spouse by obtaining two
                  (2) separate appraisals of the Shares by each party, and
                  reaching an agreement on the fair market value based upon the
                  two (2) appraisals. However, if no agreement can be reached
                  within five (5) business days of the date of the latest
                  appraisal, the Company will


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                  obtain a third appraisal, with costs split evenly between the
                  Employee and the spouse/ex-spouse, and the fair market value
                  will be the average of the three (3) appraisals. (b) If the
                  Employee does not purchase the Shares from the
                  spouse/ex-spouse, then the Shares may be acquired as set forth
                  in Section 2.12 hereof for the fair market value established
                  based upon the average of an appraisal obtained by Company and
                  an appraisal obtained by Employee determined as of the end of
                  the fiscal year of the Company immediately preceding the date
                  of said judgment within four (4) months of the transfer to the
                  spouse/ex-spouse.

         2.10.    Shareholder Rights Upon Death, Permanent Disability or
                  Involuntary Termination by Company for Other than Cause.
                  Should employment of Employee by Company cease due to
                  Employee's death, permanent disability or involuntary
                  termination of Employee by Company for a reason other than
                  "Cause" as defined in Subparagraph 1.1 above, Employee's
                  Shares shall continue to be held in Employee's name (or
                  Employee's designated beneficiary or trustee, as applicable.
                  For purposes hereof, permanent disability shall be Employee's
                  complete and total inability, by reason of illness, accident
                  or otherwise, to perform the duties of the occupation for
                  which Employee was employed when such disability commenced for
                  a period of twenty-six (26) weeks. All determinations as to
                  the date and the extent of disability of Employee shall be
                  made by the Company's President or his designee based upon
                  such information as deemed reasonable and appropriate.

         2.11.    Interests of Employee Spouse Upon Death. By executing this
                  Agreement, the spouse of Employee agrees to execute within
                  sixty (60) days hereof, a valid last will and testament
                  containing a legacy to Employee consisting of all interests in
                  the Shares that the spouse owns jointly or through a community
                  property regime. The last will and testament shall also
                  contain a provision that should such disposition impinge upon
                  the legitime of the spouse's forced heirs, that Employee shall
                  have the right within six (6) months of the spouse's death to
                  purchase such Shares at a price based upon an independent
                  appraisal determined as of the December thirty-first (31st)
                  immediately prior to the date of the spouse's death. Should
                  Employee fail to purchase such Shares, the Shares may be
                  acquired as set forth in Section 2.12 hereof at the fair
                  market value as determined using the procedure set forth in
                  Subparagraph 2.9(b) above, within four (4) months of the
                  spouse's death.

         2.12.    Option to Purchase. As more fully described in Section 4 of
                  the Stockholders' Agreement, any right or option to purchase
                  any shares pursuant to this Agreement shall first be
                  exercisable by Richard A. Bachmann, or his designee, who

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                  shall first have the option to purchase all of the Shares
                  under the applicable terms and conditions. Company shall have
                  the option to purchase or redeem the Shares if not purchased
                  by Richard A. Bachmann under the same applicable terms and
                  conditions, and so long as the Stockholders' Agreement is in
                  effect, Energy Income Fund, L.P., or its designee, shall have
                  the option to purchase all of the Shares not purchased by
                  Richard A. Bachmann or Company under the same applicable terms
                  and conditions.

         2.13.    Mandatory Sale of Shares. Notwithstanding anything to the
                  contrary set forth herein and as more fully described in
                  Section 5 of the Stockholders' Agreement, if a bona fide offer
                  to purchase eighty-five percent (85%) of the Shares of the
                  Company is received by the Company from an independent third
                  party at a price per Share which is supported by appraisals,
                  and if the holders of eighty-five percent (85%) of the Shares
                  then outstanding have agreed to tender their Shares pursuant
                  to such offer, Employee agrees to sell all Shares that
                  Employee holds on the terms and conditions set forth in such
                  offer.

         2.14.    Restriction on Sale of Shares. Except as provided elsewhere in
                  this Section 2.0, after (i) a Qualified Public Offering, (ii)
                  transfer of more than seventy-five (75) percent of the
                  authorized, issued, and outstanding stock of the Company by
                  sale, merger, or otherwise, or (iii) by written agreement of
                  all parties to this Agreement, for a period of one (1) year
                  prior to the termination of this Agreement as defined in
                  Section 3.7 hereof, Employee shall not sell such number of
                  Shares in excess of the lesser of: (A) the number of Shares
                  permitted to be sold by Employee pursuant to any underwriting
                  and/or subscription agreement or (B) fifty (50%) percent of
                  the Shares held by Employee. If Employee desires to sell more
                  Shares than set forth above, Employee, may at the option of
                  the Company, sell such Shares to the Company at the lesser of
                  book value as of the preceding December 31, or the then market
                  value of the stock as traded on a recognized stock exchange.

         2.15.    Purchase of Shares by Richard A. Bachmann. Notwithstanding
                  anything herein to the contrary, in the event Employee does
                  not become a full-time employee of the Company within nine (9)
                  months of the date of execution of this Agreement, upon the
                  nine (9) month anniversary of the date of the execution of
                  this Agreement Richard A. Bachmann shall purchase and the
                  Employee shall sell the Shares to Richard A. Bachmann at a
                  price equal to the consideration paid by Employee for the
                  Shares. Should an event occur which would give the Company the
                  option to purchase or redeem the Shares hereunder (1) on or
                  prior to the nine (9) month anniversary of the date of the
                  execution of this Agreement and (2) prior to the time the
                  Employee becomes a full-time employee of

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                  the Company, notwithstanding anything herein to the contrary
                  Richard A. Bachmann shall purchase and the holder of the
                  Shares shall sell the Shares to Richard A. Bachmann at a price
                  equal to the consideration paid for the Shares by Employee,
                  and neither the Company nor the other shareholder holding an
                  option to purchase the Shares referred to in 2.12, above,
                  shall have an option to acquire the Shares. And now into these
                  presents comes Richard A. Bachmann, individually, who concurs
                  with the foregoing.

3.       Miscellaneous.

         3.1.     Entire Agreement. The parties to this Agreement acknowledge
                  that they have concurrently executed that certain
                  Stockholders' Agreement dated on even date by and among Energy
                  Partners, Ltd., and Energy Income Fund, L.P., and The
                  Individual Stockholders ("Stockholders' Agreement"). In any
                  circumstance where there is a conflict between the provisions
                  of the Stockholders' Agreement and this Agreement, except as
                  provided in Section 3.7 below, the provisions of the
                  Stockholders' Agreement shall prevail, but only so long as the
                  Stockholders' Agreement is in force and effect. Capitalized
                  terms not defined herein shall have the meaning set forth in
                  the Stockholders' Agreement. Without limiting the generality
                  of the foregoing, this Agreement embodies the entire agreement
                  between the parties hereto regarding to the subject matter
                  hereof, and shall supersede any and all prior agreements
                  whether written or oral relating to employment and/or Shares
                  of the Company owned by Employee, and shall be binding upon
                  Employee and Employee's heirs, legatees, legal
                  representatives, successors, donees, transferees and assigns,
                  and Employee does hereby authorize and obligate Employee's
                  executors, heirs and legatees to comply with the terms of this
                  Agreement. The parties shall not be bound by or be liable for
                  any statement, representation, promise, inducement or
                  understanding of any kind or nature regarding the subject
                  matter hereof which is not set forth herein. No changes,
                  amendments or modifications of any of the terms or conditions
                  of this document shall be valid unless reduced to writing and
                  signed by all parties hereto, Company being represented by its
                  President or his designee.

         3.2.     Severability. If any provision of this Agreement shall be
                  declared unlawful or incapable of execution or in conflict
                  with the Stockholders' Agreement, such facts shall in no way
                  affect the validity of any other portion hereof which can be
                  given reasonable effect without the provision declared invalid
                  or incapable of execution; nor shall such fact operate to
                  nullify or rescind this Agreement, but shall only serve to
                  render ineffective the provisions declared invalid of the
                  remainder, or the intent of the Agreement as a whole.

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         3.3.     Applicable Law. This document shall be construed for all
                  purposes as a Louisiana document and shall be interpreted and
                  enforced in accordance with the laws of the State of
                  Louisiana; provided, however, that the non-compete provisions
                  set forth in Subparagraph 1.5 hereof shall governed by the law
                  of the state where the alleged competition occurs, whether in
                  Louisiana or some other state.

         3.4.     Number and Gender. As used herein, the singular shall include
                  the plural and vice versa and words used in one gender shall
                  include all others as appropriate.

         3.5.     Additional Documents. The parties hereto agree to execute
                  whatever documents or instruments and to perform whatever acts
                  may be reasonably required to fulfill the requirements and/or
                  intents hereof.

         3.6.     Legal Assistance. The parties hereto have each consulted with
                  legal counsel or have had the opportunity to consult with
                  legal counsel regarding the terms and conditions of this
                  Agreement.

         3.7.     Termination. The Terms and Conditions of this Agreement shall
                  terminate at the earlier of (i) one year following the
                  completion of a Qualified Public Offering, (ii) one year
                  following transfer of more than seventy-five (75) percent of
                  the authorized, issued, and outstanding stock of the Company
                  by sale, merger, or otherwise, (ii) or by written agreement of
                  all parties to this Agreement. If none of the three (3) events
                  referred to immediately herein above have occurred, the terms
                  and conditions of the Employment portion of this Agreement
                  (Sections 1.0 to 1.6) shall terminate five (5) years from the
                  date hereof.

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                  IN WITNESS WHEREOF, the parties hereto have set forth their
hand and seal on the day, month and year first above written in multiple
originals, each of which shall have the same force and effect as if it were the
sole original.

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<S>                                      <C>
WITNESSES:                               ENERGY PARTNERS, LTD.


                                         By:
---------------------------                  ----------------------------------
                                             Richard A. Bachmann, President


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                                         ACKNOWLEDGED AND AGREED TO
                                         THE TERMS HEREOF:

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                                         Spouse

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