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                                                                   EXHIBIT 10.24
                              EMPLOYMENT AGREEMENT

      This Employment Agreement, effective November 12, 2001 is between Benton
Oil and Gas Company, (15835 Park Ten Place Drive, Suite 115, Houston, Texas
77084) (hereinafter sometimes called the "Company") and Kurt A. Nelson, a
resident of Texas, United States of America, whose residence is 14130 Cardinal
Lane, Houston, Texas 77079-6838 (SS No. ###-##-####) ("Employee"), the terms and
conditions of which are as follows:

SECTION 1. TERM OF EMPLOYMENT.

Subject to the terms and conditions set forth in this Employment Agreement, the
Company agrees to employ Employee and Employee agrees to be employed by the
Company for the term which starts on November 12, 2001 and ends on November 11,
2002, which term shall be referred to in this Employment Agreement as the
"Term."

SECTION 2. POSITION, DUTIES AND GEOGRAPHIC AREA.

      (a)   Position. Subject to election by the Company's Board of Directors,
            Employee's position at the beginning of the Term shall be Vice
            President - Controller of Benton Oil and Gas Company.

      (b)   Duties and Responsibilities. Employee's duties and responsibilities
            initially shall be those normally associated with Employee's
            position, plus any additional duties and responsibilities the
            Company initially may assign orally or in writing to Employee.
            Employee shall undertake to perform all Employee's duties and
            responsibilities for the Company and its affiliates in good faith
            and on a full-time basis and shall at all times act in the course of
            Employee's employment under this Employment Agreement in the best
            interest of the Company and Company's affiliates.

      (c)   The Company. The Company shall have the right to the extent the
            Company from time to time reasonably deems necessary or appropriate
            to change Employee's position or to expand or reduce Employee's
            duties and responsibilities.

SECTION 3. COMPENSATION AND BENEFITS.

      (a)   Monthly Base Salary.

            During the Term, Employee' yearly base salary shall be $135,000.00
            US, which yearly base salary shall be payable from the Company's
            Houston offices listed above to Employee at his address indicated
            above in accordance with the Company's standard payroll practices
            and policies, and shall be subject to such withholdings as required
            by U.S. Federal law and the State of Texas or as otherwise
            permissible under such practices or policies.

      (b)   Annual Bonus. Employee shall be entitled to an annual bonus
            beginning in 2002, as determined by the Human Resources Committee of
            the Company's Board of Directors

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            and the Company's Board of Directors, which bonus shall be based on
            Employee's performance contract results, the Company's overall
            performance and any special circumstances the Human Resources
            Committee and the Board deems appropriate. Any such bonus is to be
            determined at the discretion of the Company's Human Resources
            Committee and the Board of Directors.

      (c)   Employee Benefit Plans. Employee shall be eligible to participate in
            the employee benefit plans, programs and policies maintained by the
            Company for similarly situated employees in accordance with the
            terms and conditions to participate in such plans, programs, and
            policies as in effect from time to time.

      (d)   Stock Options. On November 14, 2001, Employee was granted a stock
            option to purchase 50,000 shares of the Company under the Company's
            2001 Long-Term Stock Incentive Plan at an option price set on the
            date the option is granted. Employee's right to exercise this option
            shall vest over a three (3) year period: 16,666 shares on November
            14, 2002; 16,666 shares on November 14, 2003; and 16,668 shares on
            November 14, 2004; provided, Employee is still an employee of
            Company and as otherwise set forth in the Plan and Stock Option
            Agreement, attached hereto and incorporated herein, to be executed
            between Employee and Company on the date of grant.

      (e)   Vacation - Employee shall be entitled to four (4) weeks annual
            vacation beginning in 2002.

SECTION 4. TERMINATION OF EMPLOYMENT.

      (a)   Termination By The Company Other Than For Cause Or Disability Or By
            Employee For Good Reason.

            (1) The Company shall have the right to terminate Employee's
            employment other than for "Cause" or "Disability" at any time and
            Employee shall have the right to quit or resign for "Good Reason" at
            any time.

            (2) If the Company or its successors terminates Employee's
            employment (or, fails to maintain or reelect Employee an officer of
            the Company) other than for Cause or Disability, Employee resigns
            for Good Reason, or the Company fails to renew Employee's employment
            agreement for a term of at least one (1) year, the Company shall
            continue to pay Employee's monthly base salary as in effect
            immediately before Employee's termination of employment until the
            end of the Term, and for one (1) year thereafter or, if earlier,
            until the date the Company determines that Employee has engaged in
            any activity which violates any covenant under this Agreement.

            (3) Option Acceleration. If Employee's employment with the Company
            or its successors terminates as a result other than for "Cause" or
            "Disability," Company fails to maintain or reelect Employee an
            officer of the Company, Employee resigns for "Good Reason", or
            Company fails to renew this Employment Agreement for an additional
            one (1) year term, then any outstanding stock option(s) granted by
            the Company to the


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            Employee shall become fully vested and shall remain exercisable for
            twelve (12) months following Employee's termination pursuant to this
            Section 4(a), or the tenth anniversary of the date(s) of the
            grant(s) specified in the relevant option agreement(s), whichever is
            the shorter period.

      (b)   Termination By The Company For Cause Or By Employee Other Than For
            Good Reason.

            (1) The Company shall have the right to terminate Employee's
            employment at any time for Cause and Employee shall have the right
            to resign at any time other than for Good Reason.

            (2) If the Company terminates Employee's employment for Cause or
            Employee quits or resigns other than for Good Reason, the Company's
            only obligation to Employee under this Employment Agreement shall be
            to pay Employee's base salary (including accrued vacation) actually
            earned up to the date Employee's employment terminates.

      (c)   Cause. The term "Cause" shall mean (1) Employee's final conviction
            of a felony by a trial court, (2) Employee's breach of this
            Employment Agreement or (3) Employee's violation of any policy or
            code of conduct of the Company, all as reasonably determined by the
            Company.

      (d)   Good Reason. The term "Good Reason" shall mean a material breach of
            the terms and conditions of this Employment Agreement by the Company
            which remains uncorrected for thirty (30) days after Employee
            delivers written notice of such breach to the Company.

      (e)   Termination for Disability or Death.

            (1) The Company shall have the right to terminate Employee's
            employment on or after the date Employee has a Disability, and
            Employee's employment shall terminate at Employee's death.

            (2) If Employee's employment terminates under this section 4(e), the
            Company's only obligation under this Employment Agreement shall be
            to pay Employee or, if Employee dies, Employee's estate any base
            salary (including accrued vacation) earned but unpaid through the
            date employee's employment terminates.

      (f)   Disability. Employee shall have a "disability" under this Employment
            Agreement on the date the Company receives written notice from a
            physician selected by the Company that Employee no longer can
            perform one or more of the essential functions of Employee's job
            even with reasonable accommodation.

      (g)   Benefits. Employee shall have the right to receive any benefits
            payable under the Company's employee benefits plans, programs and
            policies which Employee otherwise has a non-forfeitable right to
            receive under the terms of such plans, programs and policies


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      (other than severance benefits) independent of Employee's rights under
      this Employment Agreement upon a termination of employment in addition to
      any monthly base salary payable under this section 4 without regard to the
      reason for such termination of employment.

SECTION 5. COVENANTS BY EMPLOYEE

      (a)   Property of the Company.

            (1) Employee covenants and agrees that upon the termination of
            Employee's employment for any reason or, if earlier, upon the
            Company's request shall promptly return all "Property" which had
            been entrusted or made available to Employee by the Company.

            (2) The term "Property" shall mean all records, files, memoranda,
            reports, price lists, drawing, plans, sketches, keys, codes,
            computer hardware and software and other property of any kind or
            description prepared, used or possessed by Employee during
            Employee's employment by the Company (and any duplicates of any such
            property) together with any and all information, ideas, concepts,
            discoveries, and inventions and the like conceived, made, developed
            or acquired at any time by Employee individually or with others
            during Employee's employment which relate to the Company's business,
            products or services.

      (b)   Trade Secrets.

            (1) In consideration for the promises made in section 5(d) of this
            Agreement, the Company promises that it will provide and make
            available to Employee certain confidential, proprietary information
            and trade secrets.

            (2) Employee covenants and agrees that Employee will hold in a
            fiduciary capacity for the benefit of the Company and each of its
            affiliates, and will not directly or indirectly use or disclose, any
            Trade Secret that Employee may have acquired pursuant to section
            5(b)(1) above during the term of Employee's employment by the
            Company for so long as such information remains a trade secret.

            (3) The term "Trade Secret" shall mean information, including, but
            not limited to, technical or non-technical data, a formula, a
            patent, a compilation, a program, a device, a method, a technique, a
            drawing, a process, financial data, financial plans, product plans,
            or that (a) derives economic value, actual or potential, from not
            being generally known to, and not being generally readily
            ascertainable by proper means by, other persons who can obtain
            economic value from its disclosures or use and (b) is the subject of
            reasonable efforts by the Company and its affiliates to maintain its
            secrecy.

            (4) This section 5(b) is intended to provide rights to the Company
            which are in addition to those rights the Company has under the
            common law or applicable statutes for the protection of trade
            secrets.


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      (c)   Confidential Information.

            (1) Employee covenants and agrees while employed under this
            Employment Agreement and thereafter during the "Restricted Period"
            he shall hold in a fiduciary capacity for the benefit of the Company
            and its affiliates, and shall not directly or indirectly use or
            disclose, any of the Company's or the Company's affiliates'
            Confidential or Proprietary Information that Employee may have
            acquired (whether or not developed or compiled by Employee and
            whether or not Employee is authorized to have access to such
            information) during the term of, and in the course of, or as a
            result of Employee's employment by the Company or its affiliates.

            (2) The term "Confidential or Proprietary Information" shall mean
            any secret, confidential or proprietary information that the Company
            or an affiliate (not otherwise included in the definition of a Trade
            Secret under this Agreement) that has not become generally available
            to the public by the act of one who has the right to disclose such
            information without violation of any right of the Company or its
            affiliates.

      (d)   Non-Competition. During the Term of Employee's employment with the
            Company or for any period beyond the Term that Employee continues to
            be paid a base salary, the Employee covenants and agrees that he
            shall not, directly or indirectly, own any interest in, manage,
            control, participate in, consult with, render services for, or in
            any manner engage in any businesses competing with Company (unless
            the Board of Directors shall have authorized such activity and the
            Company shall have consented thereto in writing). Investments in
            less than 5% of the outstanding securities of any class of the
            Company subject to the reporting requirements of Section 13 or
            Section 15(d) of the Securities Exchange Act of 1934, as amended,
            shall not be prohibited by this section. For purposes of this
            section (d), the term "Company" shall include Benton Oil and Gas
            Company and any of its affiliates or subsidiaries or any company in
            which it is a minority shareholder or a joint venture partner. For
            purposes of this section, the term "businesses" shall mean any
            enterprise, commercial venture, or project involving oil and gas
            upstream or downstream commercial activities.

            Further, during the Term of Employee's employment with the Company
            or for any period beyond the Term that Employee continues to be paid
            a base salary, the Employee covenants and agrees that he will not
            directly or indirectly through another entity induce or otherwise
            attempt to influence any employee of the Company to leave the
            Company's employment or in any way interfere with the relationship
            between Company and any employee thereof. Further, the Employee will
            not induce or attempt to induce any customer, supplier, licensee,
            joint venture partner, shareholder, licensor or other business
            relation of the Company to cease doing business with the Company or
            in any way interfere with the relationship between any such
            customer, supplier, licensee, joint venture partner, shareholder,
            licensor or business relation of the Company.


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      (e)   Employment Restriction - Conflict of Interest: Employee covenants
            and agrees that he will not receive and has not received any
            payments, gifts or promises and Employee will not engage in any
            employment or business enterprises that in any way conflict with his
            service and the interests of the Company or its affiliates. In
            addition, Employee agrees to comply with the laws or regulations of
            any country, including the United States of America, having
            jurisdiction over Employee or the Company.

            Employee shall not make any payments, loans, gifts or promises or
            offers of payments, loans or gifts, directly or indirectly, to or
            for the use or benefit of any official or employee of any government
            or to any other person if Employee knows, or has reason to believe,
            that any part of such payments, loans or gifts, or promise or offer,
            would violate the laws or regulations of any country, including the
            United States of America, having jurisdiction over Employee or the
            Company

            By signing this Agreement, Employee acknowledges that he has not
            made and will not make any payments, loans, gifts, promises of
            payments, loans or gifts to or for the use or benefit of any
            official or employee of any government or to any other person which
            would violate the laws or regulations of any country, including the
            United States of America, having jurisdiction over Employee or the
            Company.

      (f)   Restricted Period. The term "Restricted Period" shall mean the two
            years period which starts on the date Employee's employment
            terminates with the Company without regard to whether such
            termination comes before or after the end of the Term.

      (g)   Reasonable and Continuing Obligations. Employee agrees that
            Employee's obligations under this section 5 are obligations which
            will continue beyond the date Employee's employment terminates, that
            such obligations are reasonable and necessary to protect the
            Company's legitimate business interests. The Company additionally
            shall have the right to take such other action as the Company deems
            necessary or appropriate to compel compliance with the provisions of
            this section 5.

SECTION 6. MISCELLANEOUS.

      (a)   Notices. Notices and all other communications shall be in writing
            and shall be deemed to have been duly given when personally
            delivered or when mailed by United States registered or certified
            mail. Notices to the Company shall be sent to 15835 Park Ten Place
            Drive, Houston, Texas 77084. Notices and communications to Employee
            shall be sent to the Employee's address provided above.

      (b)   No Waiver. Except for the notice described in section 4(d), no
            failure by either the Company or Employee at any time to give notice
            of any breach by the other of, or to require compliance with, any
            condition or provision of this Employment Agreement shall be deemed
            a waiver of any provisions or condition of this Employment Agreement


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      (c)   Arbitration and Governing Law. ANY UNRESOLVED DISPUTE OR CONTROVERSY
            BETWEEN EMPLOYEE AND THE COMPANY ARISING UNDER OR IN CONNECTION WITH
            THIS AGREEMENT SHALL BE SETTLED EXCLUSIVELY BY ARBITRATION,
            CONDUCTED IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION
            ASSOCIATION THEN IN EFFECT. THE COMPANY WILL BEAR THE ADMINISTRATIVE
            COSTS OF ANY ARBITRATION UNDER THIS AGREEMENT, INCLUDING THE
            ARBITRATOR'S FEES. THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY TO
            ADD TO, DETRACT FROM, OR MODIFY ANY PROVISION HEREOF. THE ARBITRATOR
            SHALL HAVE THE AUTHORITY TO ORDER REMEDIES WHICH EMPLOYEE COULD
            OBTAIN IN A COURT OF COMPETENT JURISDICTION, INCLUDING BACK-PAY,
            SEVERANCE COMPENSATION, REIMBURSEMENT OF COSTS, INCLUDING THOSE
            INCURRED TO ENFORCE THIS AGREEMENT, AND INTEREST THEREON IN THE
            EVENT THE ARBITRATOR DETERMINES THAT EMPLOYEE WAS TERMINATED WITHOUT
            DISABILITY OR GOOD CAUSE, AS DEFINED HEREIN, OR THAT THE COMPANY HAS
            OTHERWISE MATERIALLY BREACHED THIS AGREEMENT. A DECISION BY THE
            ARBITRATOR SHALL BE IN WRITING AND WILL BE FINAL AND BINDING.
            JUDGMENT MAY BE ENTERED ON THE ARBITRATOR'S AWARD IN ANY COURT
            HAVING JURISDICTION. THE ARBITRATION PROCEEDING SHALL BE HELD IN
            HOUSTON, TEXAS, UNITED STATES OF AMERICA. NOTWITHSTANDING THE
            FOREGOING, THE COMPANY SHALL BE ENTITLED TO SEEK INJUNCTIVE OR OTHER
            EQUITABLE RELIEF, FROM ANY COURT OF COMPETENT JURISDICTION, WITHOUT
            THE NEED TO RESORT TO ARBITRATION IN THE EVENT THAT EMPLOYEE
            VIOLATES SECTIONS 5(c), 5(d) OR 5(e) OF THIS AGREEMENT. THIS
            AGREEMENT SHALL IN ALL RESPECTS BE CONSTRUCTED ACCORDING TO THE LAWS
            OF THE STATE OF TEXAS.

      (d)   Assignment. This Employment Agreement shall be binding upon and
            inure to the benefit of the Company and any successor to all or
            substantially all of the business or assets of the Company. The
            Company may assign this Employment Agreement to any affiliate or
            successor, and no such assignment shall be treated as a termination
            of Employee's employment under this Employment Agreement. Employee's
            rights and obligations under this Employment Agreement are personal,
            and they shall not be assigned or transferred without the Company's
            prior written consent.

      (e)   Other Agreements. This Employment Agreement replaces and merges any
            and all previous agreements and understandings regarding all the
            terms and conditions of Employee's employment relationship with the
            Company, and this Employment Agreement constitutes the entire
            agreement of the Company and Employee with respect to such terms and
            conditions.

      (f)   Amendment. No amendment to this Employment Agreement shall be
            effective unless it is in writing and signed by the Company and by
            Employee.


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      (g)   Invalidity. If any part of this Employment Agreement is held by a
            court of competent jurisdiction to be invalid or otherwise
            unenforceable, the remaining part shall be unaffected and shall
            continue in full force and effect, and the invalid or otherwise
            unenforceable part shall be deemed not to be part of this Employment
            Agreement.

      IN WITNESS WHEREOF, the Company and Employee have executed this Employment
Agreement in multiple originals to be effective as set out above.

BENTON OIL AND GAS COMPANY                         KURT A. NELSON


By:_______________________________                 _____________________________

   _______________________________
   Title


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