THIS AGREEMENT IS SUBJECT TO ARBITRATION


STATE OF TEXAS       ss.
                     ss.
COUNTY OF DALLAS     ss.


                              EMPLOYMENT AGREEMENT

          THIS EMPLOYMENT  AGREEMENT (this "Agreement") is made and entered into
as of February 29, 2008,  but  effective as of February 1, 2008 (the  "Effective
Date"), by and between CUBIC ENERGY,  INC., a Texas corporation (the "Company"),
and CALVIN A. WALLEN, III (the "Employee").

          WHEREAS, the Company desires to enter into an employment  relationship
with the Employee on certain terms and conditions as set forth herein; and

          WHEREAS, the Employee is willing to accept such employment;

          NOW,  THEREFORE,  the parties hereto,  in  consideration of the mutual
covenants and promises hereinafter contained, do hereby agree as follows:

          1. Employment.  The Company hereby employs Employee in the capacity of
President and Chief Executive Officer, or in such other positions of the same or
greater stature as the Company may direct or desire, and Employee hereby accepts
the employment, on the terms and conditions hereinafter set forth.

          2. Duties. The Employee's principal duties and responsibilities  shall
be as set forth in the Bylaws of the  Company.  The  Employee  agrees to perform
such  services  and duties and hold such  offices as may be assigned to him from
time  to time  by the  Company  and to  devote  a  reasonable  amount  of  time,
consistent with past practices,  to the  performance  thereof.  It is understood
that  Employee  has and will have  other  oil and gas  business  endeavors,  but
Employee is hereby  agreeing to devote the majority of his time, if not more, to
his duties on behalf of Employer.

          3. Term. The term of employment  under this  Agreement  shall begin on
the Effective Date and continue until terminated as herein provided.

          4. Salary and Other Compensation.  As compensation for the services to
be rendered  by the  Employee to the  Company  pursuant to this  Agreement,  the
Employee shall be paid the following compensation and other benefits:

               (a) Salary:  $16,666.67 per month, payable in accordance with the
Company's ordinary payroll practices,  and subject to all applicable withholding
obligations,  or such higher  compensation  as may be established by the Company
from time to time.  Should the employee become  "Partially  Disabled," which for
purposes  of this  subsection  means the  inability  because of any  physical or


<PAGE>

emotional  illness to perform his  assigned  duties  under this  Agreement,  the
Employee's  Salary shall  nevertheless  be paid in full prior to the  Employee's
termination  pursuant  to  Section  10. If the  Employee,  during  any period of
Partial   Disability,   receives  any  periodic   payments   representing   lost
compensation   under  any  health  and  accident  policy  or  under  any  salary
continuation  insurance  policy,  the  premiums  for which have been paid by the
Company,  the amount of Salary  that the  Employee  would be entitled to receive
from the Company during the Partial Disability shall be decreased by the amounts
of such payments.

               (b)  Stock  Grant:  The  Company  shall  issue  to  the  Employee
restricted  shares of Common Stock,  on such dates and in such amounts as may be
determined by the  Compensation  Committee  and/or the Board of Directors of the
Company.

               (c) Employee  Benefit  Plans:  The Employee  shall be eligible to
participate,  to  the  extent  he  may  be  eligible,  in  any  profit  sharing,
retirement, insurance or other employee benefit plan maintained by the Company.

               The  Employee  acknowledges  and  agrees  that  he  shall  not be
entitled  to any  additional  compensation  with  respect to his  service on the
Company's Board of Directors or on any committee thereof.

          5. Life and Health  Insurance.  The Company,  in its  discretion,  may
apply for and procure in its own name and for its own benefit, life insurance on
the life of the  Employee in any amount or amounts  considered  advisable by the
Company,  and the Employee shall submit to any medical or other  examination and
execute and deliver any application or other  instrument in writing,  reasonably
necessary  to  effectuate  such  insurance.   The  Company  may  provide  health
insurance,  including major medical  coverage,  for the Employee.  All insurance
provided to Employee  shall be in such form and provide such  coverage as may be
determined by the Board of Directors or the Compensation  Committee of the Board
of Directors.

          6.  Vacations  and Leave.  The Employee  shall be entitled to the same
vacation and leave time as the other  executive  officers of the Company,  or as
otherwise approved by the Board of Directors.

          7.   Non-Disclosure   of   Confidential   Information.   The  Employee
acknowledges  that in and as a result of his employment by the Company,  he will
be making use of,  acquiring,  and/or adding to  confidential  information  of a
special and unique  nature and value  relating to such matters as the  Company's
patents,   copyrights,   proprietary   information,   trade  secrets,   systems,
procedures,  manuals,  confidential  reports,  and lists of customers (which are
deemed for all purposes confidential and proprietary), as well as the nature and
type of services  rendered by the Company,  the equipment and methods used,  and
the fees paid by the Company in obtaining services.  As a material inducement to
the Company to enter into this Agreement and to pay to Employee the compensation
stated in Section 4, the Employee covenants and agrees that he shall not, at any
time during or  following  the term of his  employment,  directly or  indirectly
divulge or disclose for any purpose whatsoever any confidential information that
has been obtained by, or disclosed to, him as a result of his  employment by the
Company, except to affiliates of the Company.



                                       2
<PAGE>

          8. Reasonableness of Restrictions

               (a) The Employee has carefully read and considered the provisions
of Section 7, and,  having done so,  agrees that the  restrictions  set forth in
that section,  including,  but not limited to, the time period of restriction is
fair  and  reasonable  and is  reasonably  required  for the  protection  of the
interests of the Company and its subsidiary and affiliated  entities,  officers,
directors, shareholders, and other employees.

               (b) In the event that,  notwithstanding the foregoing, any of the
provisions  of  Section  7 shall be held to be  invalid  or  unenforceable,  the
remaining  provisions  thereof  shall  nevertheless  continue  to be  valid  and
enforceable as though the invalid or  unenforceable  parts had not been included
therein.  In the event that any  provision  of Section 7 shall be  declared by a
court of competent jurisdiction to exceed the maximum restrictiveness such court
deems reasonable and enforceable, restrictions deemed reasonable and enforceable
by the court shall become and  thereafter  be the maximum  restrictions  in such
regard,  and the  restrictions  shall remain  enforceable  to the fullest extent
deemed reasonable by such court.

          9. Remedies for Breach of Employee's  Covenant of  Non-Disclosure.  In
the event of a breach or threatened breach of any of the covenants in Section 7,
the Company  shall have the right to seek  monetary  damages for any past breach
and equitable relief,  including specific  performance by means of an injunction
against   the   Employee   or  against  the   Employee's   affiliates,   agents,
representatives,  servants, employers,  employees, family members and/or any and
all persons acting directly or indirectly by or with him, to prevent or restrain
any such breach.

          10.  Termination.  Employment  of the  Employee  under this  Agreement
may/will be terminated:

               (a) Death. By the Employee's death.

               (b) If the Employee is Totally Disabled. For the purposes of this
Agreement,  the Employee  will be Totally  Disabled if he (i) has been  declared
legally  incompetent  by a final court  decree  (the date of such  decree  being
deemed  to be  the  date  on  which  the  disability  occurred),  (ii)  receives
disability  insurance  benefits  from any  disability  income  insurance  policy
maintained by the Company for a period of six (6) consecutive  months,  or (iii)
has  been  found  to be  disabled  pursuant  to a  Disability  Determination.  A
Disability  Determination  means a  finding  that  the  Employee,  because  of a
medically determinable disease,  injury, or other mental or physical disability,
is unable to perform  substantially all of his regular duties to the Company and
that such  disability  is  determined  or  reasonably  expected to last at least
twelve (12) months. The Disability  Determination  shall be based on the written
opinion of the  physician  regularly  attending  the  Employee.  If the  Company
disagrees  with the opinion of this physician  (the "First  Physician"),  it may
engage at its own expense another physician (the "Second  Physician") to examine
the  Employee.  If the First and Second  Physicians  agree in  writing  that the
Employee is or is not disabled, their written opinion shall, except as otherwise
set forth in this subsection,  be conclusive on the issue of disability.  If the
First and Second  Physicians  disagree on the  disability of the Employee,  they
shall choose a third  consulting  physician (whose expense shall be borne by the
Company), and the written opinion of a majority of these three physicians shall,



                                       3
<PAGE>

except  as  otherwise  provided  in this  subsection,  be  conclusive  as to the
Employee's disability.  The date of any written opinion conclusively finding the
Employee to be disabled  is the date on which the  disability  will be deemed to
have occurred. If there is a conclusive finding that the Employee is not Totally
Disabled,  the  Company  shall have the right to request  additional  Disability
Determinations  provided  it agrees to pay all the  expenses  of the  Disability
Determinations and does not request an additional Disability  Determination more
frequently  than once every three (3) months.  In conjunction  with a Disability
Determination, the Employee hereby consents to any required medical examination,
and  agrees to  furnish  any  medical  information  requested  by any  examining
physician and to waive any applicable physician-patient privilege that may arise
because of such  examination.  All physicians except the First Physician must be
board-certified  in the  specialty  most  closely  related  to the nature of the
disability alleged to exist.

               (c) By the  Company  for  Just  Cause.  This  Agreement  and  the
Employee's  employment  with the Company may be terminated for Just Cause at any
time in accordance with Section 11. For purposes of this  Agreement,  Just Cause
shall mean only the  following:  (i) a conviction of or a plea of guilty or nolo
contendre  by  the  Employee  to  a  felony  or  misdemeanor   involving  fraud,
embezzlement,  theft or  dishonesty  or other  criminal  conduct,  (ii) habitual
neglect  of the  Employee's  duties or  failure  by the  Employee  to perform or
observe  any  substantial  lawful  obligation  of  such  employment  that is not
remedied  promptly  following written notice or (iii) any material breach by the
Employee of this  Agreement  that is not  remedied  promptly  following  written
notice.  Should the Employee  dispute  whether he was terminated for Just Cause,
then  the  Company  and  the  Employee  shall  enter  immediately  into  binding
arbitration  pursuant  to the  Commercial  Arbitration  Rules  of  the  American
Arbitration  Association,  the cost of which shall be borne by the substantially
non-prevailing party.

               (d)  By  Employee  for  Good  Reason.   This  Agreement  and  the
Employee's  employment  with the Company may be  terminated  at any time, at the
election of the Employee, for Good Reason in accordance with Section 11 and such
termination  for Good Reason shall be treated as an involuntary  separation from
service within the meaning of Section 409A of the Internal Revenue Code of 1986,
as amended (the "Code") and the Treasury regulations promulgated thereunder.  As
used in this  Agreement,  Good  Reason  shall  mean  (i) the  assignment  to the
Employee of duties  inconsistent with the title of President and Chief Executive
Officer of the Company or his then current office,  or a material  diminution in
the Employee's  then current  authority,  duties or  responsibilities;  (ii) the
material  diminution of the  Employee's  then current  Salary or other action or
inaction that  constitutes a material  breach of this  Agreement by the Company;
(iii) the relocation of the Company's  principal executive offices to a location
more than  fifty  (50)  miles from the  Company's  then  current  offices or the
transfer of the Employee to a place other than the Company's principal executive
offices  (excepting  required  travel on the Company's  business).  Prior to any
termination  at the election of the Employee for Good Reason,  the Employee must
provide notice to the Company within ninety (90) days of the initial  occurrence
of such event upon which Good Reason is based,  and provide the Company not less
than thirty (30) days to cure such event in which case the Company  shall not be
required to make the payments required by Section 12(b).

               (e)  Expiration  of  Time.  At the  end  of 36  months  from  the
Effective Date (the "Term"); provided,  however, that the Term shall be extended



                                       4
<PAGE>

automatically  at the end of each month by one  additional  month unless by such
date the  Compensation  Committee or the Board of Directors gives written notice
to the Employee that the Term shall not be so extended. Such notice may indicate
that it shall have the effect of preventing any further extension of the Term.

          11. Notice of Termination. Any purported termination of the Employee's
employment,  either by the  Company for Just Cause or by the  Employee  for Good
Reason,  shall be  communicated  by a written Notice of Termination to the other
party hereto.  Such notice shall  indicate a specific  termination  provision in
this Agreement which is relied upon, recite the facts and circumstances  claimed
to provide the basis for such  termination  and specify the Date of Termination.
As used in this Agreement,  Date of Termination shall mean the date specified in
the Notice of Termination,  if Notice of Termination is required pursuant to the
previous  sentence,  which date shall not be less than thirty (30) nor more than
sixty (60) days from the date the Notice of Termination  is given.  If Notice of
Termination is not so required,  then the Date of Termination  shall be the date
of the event giving rise to such  termination.  If within  thirty (30) days from
the date the Notice of  Termination  is given,  the party  receiving such notice
notifies the other party that a dispute exists concerning such termination,  the
Date of Termination  shall be the date on which the dispute is finally resolved.
The Date of  Termination  shall be extended by a notice of dispute  only if such
notice is given in good  faith and the party  giving  such  notice  pursues  the
resolution  of such dispute by entering  immediately  into  binding  arbitration
pursuant  to  the  Commercial  Arbitration  Rules  of the  American  Arbitration
Association,   the   cost  of  which   shall  be  borne  by  the   substantially
non-prevailing  party.  Notwithstanding  the pendency of any such  dispute,  the
Company  will  continue to pay the  Employee his full Salary in effect as of the
date of the Notice of Termination  and continue the Employee as a participant in
all  compensation,  benefit and insurance plans in which he was participating at
such date, until the dispute is finally resolved.  Notwithstanding the preceding
or any provision of this Agreement to the contrary,  the Employee's  termination
shall not be considered  for Good Reason unless any dispute with respect to such
Good Reason  termination is resolved and the  Employee's  Date of Termination is
not later than two (2) years from the initial occurrence of the event upon which
Good Reason is based.

          12.  Payments  Upon   Termination.   Payments  to  the  Employee  upon
termination shall be as follows:

               (a) If the Employee is terminated  upon death pursuant to Section
10(a),  Total  Disability  pursuant  to Section  10(b),  Just Cause  pursuant to
Section 10(c) or time pursuant to Section 10(e),  the Employee shall be entitled
to all  arrearages  of  Salary  as of the Date of  Termination  but shall not be
entitled to further compensation.

               (b) If the  Employee  terminates  for  Good  Reason  pursuant  to
Section  10(d),  or if the  Employee is  terminated  by the  Company  other than
pursuant to Section  10(a),  the  Employee  shall be  entitled to all  remaining
Salary under this Agreement to the end of the Term, payable in a lump sum amount
on the first  business  day of the  payroll  period next  following  the Date of
Termination,  subject to the provisions of Section 13 (the "Severance Payment");
and, in  addition,  be entitled  to receive all stock  compensation  pursuant to
Section 4(b) through the end of the Term.



                                       5
<PAGE>

          13. Limitation or Payments Upon Termination; Deferral of Payments.

               (a) Change in Control. As used in the Agreement, the term "Change
in Control" shall mean:


               (i)            a change in the  ownership  of the  Company  which
                              shall be  deemed to occur on the date that any one
                              person,  or more than one person acting as a group
                              (as determined under Section  13(b)(i)),  acquires
                              ownership of stock of the Company  that,  together
                              with stock held by such person or group,  has more
                              than 50% of the total fair  market  value or total
                              voting   power  of  the  stock  of  the   Company;
                              provided, however, if any one person, or more than
                              one person acting as a group, is considered to own
                              more than 50% of the total  fair  market  value or
                              total  voting  power of the stock of the  Company,
                              the  acquisition  of additional  stock by the same
                              person or  persons  is not  considered  to cause a
                              change in the ownership of the Company;

               (ii)           a change in the  effective  control of the Company
                              which  shall be presumed to occur on the date that
                              either (A) any one person, or more than one person
                              acting as a group  (as  determined  under  Section
                              13(b)(i)),  acquires (or has  acquired  during the
                              12-month  period  ending  on the  date of the most
                              recent  acquisition  by such  person  or  persons)
                              ownership of stock of the Company  possessing  20%
                              or more of the total  voting power of the stock of
                              the  Company,  or (B) a majority of members of the
                              Board of  Directors  of the  Company  is  replaced
                              during  any  12-month  period by  directors  whose
                              appointment  or  election  is  not  endorsed  by a
                              majority of the members of the Board of  Directors
                              of  the   Company   prior   to  the  date  of  the
                              appointment or election; or

               (iii)          a change in the ownership of a substantial portion
                              of the  Company's  assets which shall be deemed to
                              occur on the date  that  any one  person,  or more
                              than one person  acting as a group (as  determined
                              under   Section   13(b)(ii)),   acquires  (or  has
                              acquired  during the 12-month period ending on the
                              date of the most recent acquisition by such person
                              or persons)  assets  from the Company  that have a
                              total  gross fair  market  value  equal to or more
                              than  one-third  of the total  gross  fair  market
                              value  of  all  of  the  assets  of  the   Company
                              immediately   prior   to   such   acquisition   or
                              acquisitions;  provided  that  for  this  purpose,
                              gross  fair  market  value  means the value of the
                              assets of the Company,  or the value of the assets
                              being  disposed of,  determined  without regard to
                              any liabilities associated with such assets.

The determination of whether a Change in Control of the Company has occurred for
purposes of this  Section  13(a) shall be made in  accordance  with the Treasury



                                       6
<PAGE>

regulations  promulgated  under Section 280G of the Code. The presumption  under
Section 13(a)(ii) that a Change in Control of the Company has occurred by reason
of the occurrence of an event described in Section  13(a)(ii) may be rebutted by
establishing  that such acquisition or acquisitions of the stock of the Company,
or such  replacement of the majority of the members of the Board of Directors of
the Company, does not transfer the power to control (directly or indirectly) the
management  and  policies of the  Company  from any one person (or more than one
person acting as a group as determined under Section 13(b)(i)) to another person
(or group).

               (b)  Persons  Acting  as a Group.  For  purposes  of  determining
whether a Change in Control of the Company has occurred under Section 13(a):

               (i)            persons  shall not be considered to be acting as a
                              group for purposes of Section  13(a)(i) or Section
                              13(a)(ii)  merely  because they happen to purchase
                              or own stock of the  Company at the same time,  or
                              as a result of the same public offering; provided,
                              however,  persons shall be considered to be acting
                              as a group if they  are  owners  of a  corporation
                              that enters into a merger, consolidation, purchase
                              or  acquisition  of  stock,  or  similar  business
                              transaction with the Company; and

               (ii)           persons  shall not be considered to be acting as a
                              group for purposes of Section  13(a)(iii),  merely
                              because  they  happen  to  purchase  assets of the
                              Company  at the same  time,  or as a result of the
                              same public offering;  provided,  however, persons
                              shall be  considered  to be  acting  as a group if
                              they are owners of a corporation  that enters into
                              a merger,  consolidation,  purchase or acquisition
                              of assets,  or similar  business  transaction with
                              the Company.

               (c) Possible Reduction of Severance  Payment.  If the Employee is
terminated without Just Cause or the Employee terminates his employment for Good
Reason within the period beginning one year before and ending one year after the
Change  in  Control  of the  Company,  and the  presumption,  if any,  under the
Treasury  regulations  promulgated  under  Section  280G of the Code  that  such
employment  termination  was  contingent  on  that  Change  in  Control  is  not
successfully  rebutted,  then the Severance  Payment  specified in Section 12(b)
shall be adjusted as set forth below:

               (i)            The  Severance  Payment  shall  be  reduced  to an
                              amount  equal to 2.99  times  the  average  of the
                              annual  compensation  which  was  payable  to  the
                              Employee  by the  Company  and  includible  in the
                              Employee's  gross  income for  federal  income tax
                              purposes  for the five (5)  calendar  years ending
                              before  the  calendar  year in which a  Change  in
                              Control  occurred,  or for  the  portion  of  such
                              period  during  which the  Employee  was  actually
                              employed by the Company if the  Employee  has been
                              employed  by the  Company  for less  than five (5)
                              calendar years (the "Base Period"). The Employee's
                              average annual compensation shall be determined in
                              accordance    with   the   Treasury    regulations
                              promulgated  under Section 280G(d) of the Code. As



                                       7
<PAGE>

                              used in this  Agreement,  the term  "compensation"
                              shall  mean  and  include  every  type and form of
                              compensation  includible in the  Employee's  gross
                              income  in  respect  of  his   employment  by  the
                              Company,  including compensation income recognized
                              as a result of the  exercise  of stock  options or
                              sale  of the  stock  so  acquired,  except  to the
                              extent   otherwise   provided   in  the   Treasury
                              regulations  promulgated  under Section 280G(d) of
                              the Code.

               (ii)           The Severance  Payment shall be further reduced by
                              the  amount of any other  payment  or the value of
                              any  benefit  received  or to be  received  by the
                              Employee in connection with the termination of his
                              employment or contingent  upon a Change in Control
                              (whether  payable  pursuant  to the  terms of this
                              Agreement,    any   other   plan,   agreement   or
                              arrangement  with  the  Company)  unless  (A)  the
                              Employee shall have effectively  waived in writing
                              his  receipt  or  enjoyment  of  such  payment  or
                              benefit prior to the date of payment or receipt of
                              the Severance  Payment,  (B) in the opinion of tax
                              counsel  selected  by  the  Company,   such  other
                              payment  or   benefit   does  not   constitute   a
                              "parachute  payment" within the meaning of Section
                              280G(b)(2)  of the Code,  or (C) in the opinion of
                              such tax counsel,  the  Severance  Payment (in its
                              full amount or as partially  reduced,  as the case
                              may be) plus all other  payments or benefits which
                              constitute "parachute payments" within the meaning
                              of Section  280G(b)(2) of the Code are  deductible
                              by the Company.  The value of any non-cash benefit
                              or any deferred payment shall be determined by the
                              independent  auditors of the Company in accordance
                              with the principles of Section 280G(d) (3) and (4)
                              of the Code.

               (d) Deferral of Payment Date Under Section  12(b).  No payment of
the Severance  Payment,  as reduced in accordance  with Section 13(c),  shall be
paid during the six-month  period  following the Employee's  Date of Termination
unless the Company  determines  that the Employee is not a "specified  employee"
(as that term is defined in the Treasury regulations promulgated Section 409A of
the Code),  or if the  Company  determines  that the  Employee  is a  "specified
employee,"  that  paying such  amount  would not cause the  Employee to incur an
additional tax under Section 409A of the Code.  The six-month  delay required by
the  preceding  sentence  shall not apply to the  extent  (i) the amount of such
reduced  Severance  Payment,  or any portion  thereof,  constitutes a short-term
deferral  within  the  meaning of the  Treasury  regulations  promulgated  under
Section  409A of the Code,  and (ii) to the extent  the  amount of such  reduced
Severance Payment does not constitute a short-term deferral,  the amount of such
reduced Severance Payment, or any portion thereof, does not exceed two times the
lesser of (A) the Employee's  annualized  compensation based upon the Employee's
annual rate of pay for services  provided to the Company for the taxable year of
the Employee  preceding the taxable year in which the Date of Termination occurs
(adjusted  for any  increase  during  that year that was  expected  to  continue
indefinitely had no separation from service occurred), or (B) the maximum amount
that may be taken  into  account  under a  qualified  plan  pursuant  to Section



                                       8
<PAGE>

401(a)(17) of the Code for the year in which the Date of Termination  occurs. If
the  payment  of any  amount of the  reduced  Severance  Payment is delayed as a
result of the  application  of this  Section  13(d),  on the first  business day
following  the end of the  six-month  delay  period,  the Company  shall pay the
Employee a lump-sum  amount equal to the amount that would have  otherwise  been
previously  paid to the Employee under Section 12(b) during such six-month delay
period.  The  provisions  of this Section  13(d) shall apply only to the minimum
extent necessary,  after  application of the Treasury  regulations under Section
409A of the Code, to avoid the Employee's  incurrence of any additional taxes or
penalties  under  Section  409A of the  Code.  Notwithstanding  anything  to the
contrary contained herein, the Company shall not be responsible for, or have any
obligation to reimburse or pay (as damages or  otherwise)  any taxes or interest
charges imposed on the Employee pursuant to Section 409A of the Code.

          14. Resignation Upon Termination.  In the event of termination of this
Agreement  other than for death,  the Employee  hereby agrees to resign from all
positions held in the Company,  including without  limitations any position as a
director,  officer, agent, trustee or consultant of the Company or any affiliate
of the Company.  For the purposes of this provision,  the term "affiliate" means
any entity that  directly  or  indirectly,  through one or more  intermediaries,
controls, is controlled by, or is under common control with the Company.

          15. Waiver.  A party's  failure to insist on compliance or enforcement
of  any  provision  of  this  Agreement,   shall  not  affect  the  validity  or
enforceability or constitute a waiver of future enforcement of that provision or
of any other provision of this Agreement by that party or any other party.

          16. Governing Law. This Agreement shall in all respects be subject to,
and governed by, the laws of the State of Texas.

          17. Severability.  The invalidity or unenforceability of any provision
in the Agreement shall not in any way affect the validity or  enforceability  of
any other  provision and this Agreement shall be construed in all respects as if
such invalid or unenforceable provision had never been in the Agreement.

          18. Notice.  Any and all notices required or permitted herein shall be
deemed delivered if delivered personally or if mailed by registered or certified
mail to the Company at its  principal  place of business  and to the Employee at
the address hereinafter set forth following the Employee's signature, or at such
other address or addresses as either party may hereafter designate in writing to
the other.

          19. Assignment.  This Agreement,  together with any amendments hereto,
shall be binding  upon and shall inure to the benefit of the parties  hereto and
their respective successors, assigns, heirs and personal representatives, except
that the rights and  benefits of the  parties  under this  Agreement  may not be
assigned without the prior written consent of the other party.

          20.  Amendments.  This  Agreement may be amended at any time by mutual
consent of the parties  hereto,  with any such amendment to be invalid unless in
writing, signed by the Company and the Employee.



                                       9
<PAGE>

          21. Entire Agreement. This Agreement,  along with the Company handbook
to the  extent it does not  specifically  conflict  with any  provision  of this
Agreement,  contains the entire  agreement and  understanding by and between the
Employee and the Company with respect to the employment of the Employee,  and no
representations,  promises,  agreements,  or  understandings,  written  or oral,
relating to the  employment of the Employee by the Company not contained  herein
shall be of any force or effect.

          22.  References  to  Gender  and  Number  Terms.  In  construing  this
Agreement,  feminine or number pronouns shall be substituted for those masculine
in form and vice versa,  and plural terms shall be substituted  for singular and
singular for plural in any place which the context so requires.

          23. Headings.  The various headings in this Agreement are inserted for
convenience only and are not part of the Agreement.























                                       10
<PAGE>



         IN WITNESS WHEREOF, the Company and Employee have duly executed this
Agreement as of the date first above written.


                                                     COMPANY:
                                                     --------

                                                     CUBIC ENERGY, INC.


                                                     By: /s/ Jon S. Ross
                                                         -----------------------
                                                         Name: Jon Stuart Ross
                                                         Title: Secretary



                                                     EMPLOYEE:
                                                     ---------


                                                     /s/ Calvin A. Wallen, III
                                                     ---------------------------
                                                     Calvin A. Wallen, III


                                                     Address for Notice:
                                                     -------------------

                                                     9870 Plano Road
                                                     Dallas, TX  75238








                                       11
<PAGE>