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                                  Exhibit 10.3

                              EMPLOYMENT AGREEMENT

                                     Between


                          Home-Stake Oil & Gas Company

                                       and

                                Chris K. Corcoran


                        Effective as of November 4, 1999

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                              EMPLOYMENT AGREEMENT


     This Employment  Agreement (this "Agreement") is entered into this 30th day
of November,  1999,  by and between  Home-Stake  Oil & Gas Company,  an Oklahoma
corporation (the "Company"), and Chris K. Corcoran (the "Executive"),  effective
as of November 4, 1999.

     1.  Introduction.  The Executive is currently the Executive Vice President,
Chief Financial Officer and Secretary 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.


          (a) The Executive shall serve the Company as Executive Vice President,
     Chief  Financial  Officer and Secretary 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.

                                       -1-

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     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
          $150,000, 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;

                    (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) 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; and

                    (v) 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.




     6. Termination of Employment.

                                       -2-

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          (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
     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

                                       -3-

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          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  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.

                                       -4-

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                    (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
     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.

                                       -5-

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     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):

                  (a)   To the Company:

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

                                 Attention:       Mr. Robert C. Simpson
                                                  President

                  (b)   To the Executive:

                        Chris K. Corcoran
                        2728 S. Aspen Court
                        Broken Arrow, Oklahoma 74012

     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

                                       -6-

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

                                       -7-

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