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                                  Exhibit 10.2

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

                                     Between


                          Home-Stake Oil & Gas Company

                                       and

                                Robert C. Simpson


                        Effective as of November 4, 1999

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                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT


     This  Amended and  Restated  Employment  Agreement  (this  "Agreement")  is
amended and restated  effective  this 4th day of November,  1999, by and between
Home-Stake  Oil & Gas Company,  an Oklahoma  corporation  (the  "Company"),  and
Robert C. Simpson (the "Executive").

     WITNESSETH:

     WHEREAS,  on October 23, 1991,  the Company and the  Executive  executed an
Employment  Agreement (the  "Original  Employment  Agreement"),  effective as of
November 15, 1991; and

     WHEREAS,  effective February 5, 1998, the Company and the Executive amended
and restated the Original Employment Agreement; and

     WHEREAS,  the Company and the Executive  desire to further  change  certain
terms and provisions of the Original Employment Agreement and to again amend and
restate the same;

     NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties do hereby  amend and  restate  the  Original  Employment  Agreement,  as
previously amended and restated, to read as follows:

     1. Introduction. The Executive is currently the Chief Executive Officer and
President of the Company.  The Company  believes that retaining the  Executive's
services  as an  employee  of the  Company  and  the  benefit  of  his  business
experience  are of material  importance.  The Company  desires to encourage  the
Executive  to  continue  in the  employ of the  Company  for the  benefit of the
Company and its stockholders. Therefore, the Company and the Executive intend by
this Agreement to specify the terms and conditions of the Executive's employment
relationship with the Company.

     2.  Employment.  The Company hereby employs the Executive and the Executive
hereby  accepts  employment  with the Company  upon the terms and subject to the
conditions set forth herein.

     3. Term.  This  Agreement  shall  commence  on the  effective  date of this
Agreement and shall continue until terminated.

     4. Duties and Responsibilities.

                                       -1-

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               (a) The  Executive  shall  serve the  Company as Chief  Executive
          Officer and President and shall perform,  faithfully  and  diligently,
          the services and functions relating to such offices.

               (b)  The  Executive   shall  devote  such  of  his  entire  time,
          attention, energies and business efforts to his duties as an executive
          of the  Company as are  reasonably  necessary  to carry out his duties
          specified in Section 4(a). The Executive shall not engage in any other
          business  activity  (regardless  of whether such business  activity is
          pursued  for  gain,  profit  or  other  pecuniary  advantage)  if such
          business  activity would impair the  Executive's  ability to carry out
          his  duties  hereunder.  This  Section  4(b),  however,  shall  not be
          construed to prevent the  Executive  from (i)  investing  his personal
          assets  as a  passive  investor  in such  form or  manner  as will not
          contravene the best interests of the Company,  (ii)  participating  in
          various charitable  efforts,  or (iii) serving as a director or member
          of a committee of any  organization  when such position has previously
          been approved in writing by the Board of Directors.

          5. Compensation and other Employee Benefits.


               As  compensation  for  his  services  under  the  terms  of  this
          Agreement:

                    (a) the Executive shall be paid an annual salary of not less
               than  $200,000,  payable  in  accordance  with the  then  current
               payroll  policies of the  Company.  Such annual  salary is herein
               referred  to as the  "Base  Salary".  The  Base  Salary  shall be
               reviewed  annually by the Board of Directors and shall be subject
               to increase in the sole discretion of the Board of Directors.

                    (b)  subject  to  the  right  of the  Company  to  amend  or
               terminate  any employee  and/or group or executive  benefit plan,
               the Executive shall be entitled to receive the following employee
               benefits:

                         (i) The Executive  shall have the right to  participate
                    in all current or future employee and/or group benefit plans
                    of the Company that are available to its salaried  employees
                    generally   (including,   without  limitation,   disability,
                    accident,    medical,    life    insurance,    parking   and
                    hospitalization plans);

                         (ii) The Executive  shall have the right to participate
                    in all  current  executive  benefit  plans  of the  Company,
                    including  but not  limited to the  Company's  Key  Employee
                    Incentive Bonus Plan and Home-Stake Oil & Gas Company Profit
                    Sharing  401(k) Plan,  all in accordance  with the Company's
                    regular practices with respect to its executive officers;

                                       -2-

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                         (iii) The Executive shall be entitled to  reimbursement
                    from  the  Company  for  reasonable  out-of-pocket  expenses
                    incurred  by him in the  course  of the  performance  of his
                    duties hereunder;

                         (iv) In order to promote the  interests of the Company,
                    the Executive  shall be entitled to  reimbursement  from the
                    Company for all monthly dues  incurred by him in  connection
                    with his membership in Southern Hills Country Club;

                         (v) The Executive  shall have the right to  participate
                    in any Company oil, gas or mineral  property  acquisition in
                    accordance  with the  Company's  policy as it may exist from
                    time  to  time  regarding  employee  participation  in  such
                    acquisitions;

                         (vi) The Executive  shall be entitled to such vacation,
                    holidays  and other paid or unpaid  leaves of absence as are
                    consistent  with the  Company's  normal  policies  or as are
                    otherwise approved by the Board of Directors; and

                         (vii) The Executive  shall be entitled to the use of an
                    automobile  with the costs  thereof,  including  acquisition
                    cost  of  up  to   $30,000,   insurance,   license  tag  and
                    maintenance  (excluding gas) to be borne by the Company.  In
                    the event the  Executive's  employment  with the  Company is
                    terminated  for any  reason,  he  shall  have  the  right to
                    purchase  the  Company  automobile  he is then using for the
                    lesser of its then book value after depreciation as shown on
                    the books and  records  of the  Company  or its fair  market
                    value.

     6. Termination of Employment.


          (a)  Due  Cause.   Nothing  herein  shall  prevent  the  Company  from
     terminating  the Executive  for "Due Cause" (as  hereinafter  defined),  in
     which event the Executive shall be entitled to receive his Base Salary on a
     pro rata basis to the date of termination. In the event of such termination
     for Due Cause,  all other rights and benefits the  Executive may have under
     the employee  and/or group or executive  benefit  plans and programs of the
     Company,  generally,  shall be determined in accordance  with the terms and
     conditions of such plans and programs.  The term "Due Cause" shall mean (i)
     the Executive has committed a willful  criminal act, such as  embezzlement,
     against  the  Company  intending  to enrich  himself at the  expense of the
     Company,  (ii) the Executive has engaged in conduct that has caused serious
     injury, monetary or otherwise, to the Company as evidenced by a binding and
     final  judgment,  order or  decree of a court or  administrative  agency of
     competent  jurisdiction in effect after  exhaustion of all rights of appeal
     of the action, suit or proceeding, (iii) the Executive, in carrying out his
     duties  hereunder,  has been guilty of gross  neglect or gross  misconduct,
     resulting  in either  case in  material  harm to the  Company,  or (iv) the

                                       -3-

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     Executive  fails to carry out his duties in gross  dereliction of duty and,
     after  receiving  notice to such  effect from the Board of  Directors,  the
     Executive fails to cure the existing problem within 30 days.

          (b) Death. In the event of the death of the Executive,  this Agreement
     [other than this Section 6(b)] shall terminate on the date of death and the
     estate of the  Executive  shall be  entitled  to (i) the  Executive's  Base
     Salary  through the end of the month in which he died,  (ii) a cash payment
     equal to the pro rata portion  (calculated  through the end of the month in
     which he died) of the annual bonus, if any, due the Executive in respect of
     the calendar year in which his death occurs, and (iii) a continuation,  for
     one year, of the Executive's most recent Base Salary.  In the event of such
     termination  due to death,  all other rights and benefits the Executive (or
     his estate) may have under the employee  and/or group or executive  benefit
     plans and programs of the Company, generally, as permitted by law, shall be
     determined  in accordance  with the terms and  conditions of such plans and
     programs.

          (c) Disability.

               (1) For purposes of this Agreement,  "Disability"  shall mean the
          inability or incapacity of the Executive for six months to perform the
          duties and  responsibilities  related to the job or position  with the
          Company  described  in  Section  4(a),  and  "the  date on  which  the
          Disability  occurs" shall mean the first day following  such six month
          period.  Such  inability  or  incapacity  shall be  documented  to the
          reasonable  satisfaction  of the  Board of  Directors  by  appropriate
          correspondence from registered physicians  reasonably  satisfactory to
          the Board of Directors.

               (2) In  the  event  the  Executive  suffers  a  Disability,  this
          Agreement  (other than this  Section  6(c) and Sections 8 and 9) shall
          terminate on the date on which the Disability occurs and the Executive
          shall be entitled to (i) his Base Salary  through the end of the month
          in which his  employment is terminated due to the  Disability,  (ii) a
          cash payment equal to the pro rata portion (calculated through the end
          of the month in which his  employment is terminated due to Disability)
          of the  annual  bonus,  if any,  due the  Executive  in respect of the
          calendar   year  in  which  his   Disability   occurs,   and  (iii)  a
          continuation,  for one  year,  of the  Executive's  most  recent  Base
          Salary.

          (d) Voluntary Termination. The Executive may voluntarily terminate his
     employment  under this Agreement at any time by providing at least 90 days'
     prior written notice to the Company.  In such event, the Executive shall be
     entitled  to  receive  his  Base  Salary  until  the  date  his  employment
     terminates  and all other rights and benefits the  Executive may have under
     the employee  and/or group or executive  benefit  plans and programs of the

                                       -4-

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     Company,  generally,  shall be determined in accordance  with the terms and
     conditions of such plans and programs.

          (e) Constructive Termination.


               (1) If the Company (i) terminates the employment of the Executive
          other than for Due Cause or because of a Disability,  (ii)  materially
          changes the Executive's function,  duties, or responsibilities,  which
          change would cause the Executive's position with the Company to become
          of less dignity, responsibility, importance or scope than the position
          and responsibilities  held by the Executive  immediately prior to such
          change, or (iii) decreases the Executive's Base Salary below the level
          provided  for by the terms of  Section  5(a) or reduces  the  employee
          benefits and perquisites  below the level provided for by the terms of
          Section 5(b) (other than as a result of any  amendment or  termination
          of  any  employee  and/or  group  or  executive  benefit  plan,  which
          amendment  or  termination  is  applicable  to all  executives  of the
          Company),  then any such action by the Company, unless consented to in
          writing  by  the  Executive,  shall  be  deemed  to be a  constructive
          termination   by   the   Company   of   the   Executive's   employment
          ("Constructive Termination").

               (2) In the event of a  Constructive  Termination,  this Agreement
          (other than this  Section  6(e) and Section 8) shall  terminate on the
          date of  Constructive  Termination and the Executive shall be entitled
          to (i) his Base  Salary  through  the end of the  month  in which  the
          Constructive  Termination  occurs,  (ii) an amount  equal to twice the
          Executive's most recent Base Salary,  and (iii) an amount equal to the
          sum of the  annual  bonuses  paid the  Executive  in each of the three
          calendar  years prior to the calendar  year in which the  Constructive
          Termination occurs divided by three.

               (3) Any  amount  payable  to the  Executive  pursuant  to section
          6(e)(2)(i)  above  shall be paid on the last day of the month in which
          the  Constructive  Termination  occurs.  Any  amounts  payable  to the
          Executive pursuant to Sections 6(e)(2)(ii) or 6(e)(2)(iii) above shall
          be paid in one cash  payment  within 30 days  after  the  Constructive
          Termination occurs.

     7. Change in Control.

          (a) In the event  any of the  following  occurs  with  respect  to the
     Company: (i) any individual,  corporation,  partnership, group, association
     or other  entity or "person",  as such term is defined in Section  14(d) of
     the Securities Exchange Act of 1934 (the "Exchange Act"), is or becomes the
     "beneficial  owner"  (as  defined in Rule  13d-3 of the  General  Rules and
     Regulations under the Exchange Act), directly or indirectly, of outstanding
     securities of the Company  having fifty percent (50%) or more of the voting

                                       -5-

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     power of all classes of securities of the Company  having the right to vote
     at elections of directors, (ii) the membership of the Board of Directors of
     the Company is changed as a result of a contested election for Directors so
     that the nominees for  Directors in such  election  designated  by the then
     existing Board of Directors of the Company together with the members of the
     existing  Board of Directors  previously  proposed by Management but not up
     for re-election fail to constitute a majority of the persons comprising the
     Board of Directors following such election,  or (iii) merger,  liquidation,
     dissolution,  consolidation,  reorganization  or reverse  stock split (as a
     result of any of which  there is a  material  change in the  control of the
     Company), then any such event shall be deemed to be a "Change in Control."

          (b) In the event of a Change in Control,  this  Agreement  (other than
     this Section 7) shall  terminate on the date of a Change in Control and the
     Executive  shall be entitled  to: (i) an amount  equal to  thirty-six  (36)
     times the highest monthly salary paid the Executive during the twelve month
     period immediately  preceding the date of a Change in Control,  and (ii) an
     amount equal to the sum of the annual bonuses paid the Executive in each of
     the three  calendar  years prior to the calendar  year in which a Change in
     Control  occurs.  All  amounts  payable to the  Executive  pursuant to this
     Section  7(b) shall be paid in one cash  payment on or before the date of a
     Change  in  Control  and  shall  be in lieu of any  amounts  to  which  the
     Executive may be entitled pursuant to Section 6(e).

     8. Effect of Death after  Disability or  Constructive  Termination.  In the
event  of the  death  of the  Executive  following  Disability  or  Constructive
Termination,  any amounts owed  pursuant to Sections  6(c)(2) and 6(e)(2) to the
Executive prior to his death shall continue to be owing and shall be paid to the
estate of the Executive.

     9.  Continuation  of Rights  under Plans.  In the event of the  Executive's
Disability,  all rights and benefits the  Executive  may have under the employee
and/or group or executive benefit plans and programs of the Company,  generally,
as  permitted  by law,  shall be  determined  in  accordance  with the terms and
conditions  of such plans and  programs  as though the  Executive  were still an
employee of the Company until the end of the period of  continuation of the Base
Salary.

     10. Notices. All notices,  requests, demands and other communications given
under or by reason of this  Agreement  shall be in  writing  and shall be deemed
sufficiently  given if  delivered  in person,  sent by  certified  mail  (return
receipt  requested),  postage prepaid,  or delivered by a recognized  commercial
courier to the  following  addresses  (or to such  other  address as a party may
specify by notice pursuant to this provision):

                                       -6-

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          (a) To the Company:

              Home-Stake Oil & Gas Company
              15 East 5th Street, Suite 2800
              Tulsa, Oklahoma 74103

                       Attention:       Mr. Chris K. Corcoran
                                        Executive Vice President

          (b) To the Executive:

              Robert C. Simpson
              4717 S. Wheeling Ave.
              Tulsa, Oklahoma 74105

     11.   Controlling  Law  and   Performability.   The  execution,   validity,
interpretation  and  performance  of this  Agreement  shall be  governed  by and
construed in accordance with the laws of the State of Oklahoma.

     12. Arbitration.  Any dispute or controversy arising under or in connection
with this Agreement shall be settled by arbitration in Tulsa,  Oklahoma.  In the
proceeding,  the Executive shall select one arbitrator, the Company shall select
one  arbitrator  and  the two  arbitrators  so  selected  shall  select  a third
arbitrator.  The decision of a majority of the  arbitrators  shall be binding on
the  Executive  and the Company.  Should one party fail to select an  arbitrator
within five days after notice of the  appointment  of an arbitrator by the other
party or should the two  arbitrators  selected by the  Executive and the Company
fail to select an arbitrator  within ten days after the date of the  appointment
of the last of such two arbitrators, any person sitting as a Judge of the United
States District Court for the Northern District of Oklahoma, upon application of
the  Executive or the Company,  shall  appoint an  arbitrator to fill such space
with the same force and effect as though such  arbitrator  had been appointed in
accordance  with  the  second  sentence  of this  Section  12.  Any  arbitration
proceeding pursuant to this Section 12 shall be conducted in accordance with the
rules of the American  Arbitration  Association.  Judgment may be entered on the
arbitrators' award in any court having jurisdiction.

     13.  Expenses.  The Company  shall pay or reimburse  the  Executive (or his
estate,  as the case may be) for all costs and expenses  (including  arbitration
and court costs and attorneys fees) incurred by the Executive as a result of any
successful  claim,  action or  proceeding  arising  out of, or  challenging  the
validity,  advisability  or  enforceability  of, this Agreement or any provision
hereof.

     14. Entire  Agreement and  Amendments.  This Agreement  contains the entire
agreement of the  Executive  and the Company  relating to the matters  contained
herein and supersedes all prior agreements and understandings,  oral or written,
between the Executive and the Company with respect to the subject matter hereof.

                                       -7-

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This  Agreement  may be changed only by an  agreement  in writing  signed by the
party against whom enforcement of any waiver, change, modification, extension or
discharge is sought.

     15.  Separability.  If any  provision  of this  Agreement  is  rendered  or
declared  illegal or  unenforceable  by reason of any  existing or  subsequently
enacted legislation or by the decision of any arbitrator or by decree of a court
of last resort,  the Executive and the Company shall promptly meet and negotiate
substitute provisions for those rendered or declared illegal or unenforceable to
preserve the original  intent of this Agreement to the extent legally  possible,
but all other  provisions  of this  Agreement  shall  remain  in full  force and
effect.

     16. Effect of Agreement. This Agreement shall be binding upon the Executive
and his heirs, executors,  administrators, legal representatives and assigns and
upon the Company and its respective successors and assigns.

     17.  Waiver of Breach.  The waiver by either  party to this  Agreement of a
breach of any  provision of this  Agreement by the other party shall not operate
or be construed as a waiver by such party of any subsequent breach by such other
party.

     IN WITNESS  WHEREOF,  the  Executive  and the Company  have  executed  this
Agreement on the date first above written.

"EXECUTIVE"                                   "COMPANY"

                                              HOME-STAKE OIL & GAS COMPANY


 /s/ Robert C. Simpson                        By   /s/ Chris K. Corcoran
-----------------------------                     ----------------------
Robert C. Simpson                                      Chris K. Corcoran
                                                       Executive Vice President

                                       -8-

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