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                                                                   EXHIBIT 10.19


                             EMPLOYMENT AGREEMENT

     This Employment Agreement (this "Agreement") entered into effective as of
April 1, 2000, by and between Robert J. Bensh (the "Executive"), and Bellwether
Exploration Company, a Delaware corporation having its principal place of
business at 1331 Lamar, Suite 1455, Houston, Texas 77010-3039 (the "Company");

                              W I T N E S S E T H:

     WHEREAS, The Company wishes to employ the Executive as the Senior Vice
President - Finance and to perform services incident to such position for the
Company, and the Executive wishes to be so employed by the Company, all upon the
terms and conditions hereinafter set forth:

     NOW THEREFORE, in consideration of the premises and mutual covenants and
obligations herein set forth and for other good and valuable consideration, the
receipt, sufficiency and adequacy of which is hereby acknowledged, accepted and
agreed to, the parties hereto, intending to be legally bound, hereby agree as
follows:

     1.  EMPLOYMENT AND TERM.  The Company hereby employs the Executive to serve
as the Senior Vice President - Finance of the Company.  The term of this
Agreement (the "Term of this Agreement") shall be effective as of the date first
above written and shall terminate twenty-four (24) months from the date hereof
(the "Termination Date"), unless earlier terminated by either party hereto in
accordance with the provisions of Section 5 hereof; provided, however, that upon
the occurrence of a Change of Control (as such term is defined in Section 5(g)
hereof), the Termination Date shall automatically accelerate without any further
action by the Company or the Executive.  During the term of this Agreement, the
terms of employment shall be as set forth herein unless modified by the
Executive and the Company in accordance with the provisions of Section 11
hereof.  The Executive hereby agrees to accept such employment and to perform
the services specified herein, all upon the terms and conditions hereinafter set
forth.

     2.  POSITION AND RESPONSIBILITIES.  The Executive shall serve as the Senior
Vice President - Finance of the Company and shall report to, and be subject to
the general direction and control of, the Chief Executive Officer and Chairman
of the Board of the Company.  The Executive shall have other obligations,
duties, authority and power to do all acts and things as are customarily done by
a person holding the same or equivalent position or performing duties similar to
those to be performed by executives in corporations of similar size to the
Company and shall perform such managerial duties and responsibilities for the
Company as may reasonably be assigned to him by the  Chief Executive Officer and
Chairman of the Board of the Company.  Unless otherwise agreed to by the
Executive, the Executive shall be based at the Company's principal executive
offices located in the greater Houston, Texas metropolitan area.

     3.  EXTENT OF SERVICE.  The Executive shall devote his full business time
and attention to the business of the Company.
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     4.  COMPENSATION.

     (a) In consideration of the services to be rendered by the Executive to the
Company, the Company will pay the Executive a salary ("Salary") of $120,000 per
year during the Term of this Agreement.  Such Salary will be payable in
conformity with the Company's prevailing practice for executives' compensation
as such practice shall be established or modified from time to time.  Salary
payments shall be subject to all applicable federal and state withholding,
payroll and other taxes.  From time to time during the Term of this Agreement,
the amount of the Executive's Salary may be increased by, and at the sole
discretion of, the Compensation Committee of the Company's Board of Directors,
which shall review the Executive's Salary no less regularly than annually.

     (b) Any cash or stock bonuses paid to the Executive shall be based on
performance and be at the sole discretion of the Compensation Committee of the
Company's Board of Directors.

     (c) During the term of this Agreement, the Company shall pay or reimburse
the Executive for all reasonable out-of-pocket expenses for travel, meals, hotel
accommodations, entertainment and the like incurred by him in connection with
the business of the Company upon submission by him of an appropriate statement
documenting such expenses as required by the Internal Revenue Code of 1986, as
amended (the "Code").

     (d) The Executive shall be entitled to four (4) weeks of paid vacation
during each calendar year during the term of this Agreement. Vacation shall
accrue on the first day of each calendar year.  The Company shall pay the
Executive for any accrued but unused portion of vacation and any such unused
portion of vacation shall not be carried forward to the next year.

     (e) During the term of this Agreement, the Executive shall be entitled to
participate in and to receive all rights and benefits under any life,
disability, medical and dental, health and accident and profit sharing or
deferred compensation plans and such other plan or plans as may be implemented
by the Company during the term of this Agreement.  The Executive shall also be
entitled to participate in and to receive all rights and benefits under any plan
or program adopted by the Company for any other or group of other executive
employees of the Company, including without limitation, the rights and benefits
under the directors' and officers' liability insurance currently in place under
the Company's insurance program for the directors and officers of the Company.

     (f) During the term of this agreement, the Executive shall be entitled to
receive a car allowance of $500.00 per month and parking shall be provided by
the Company.

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     5.  TERMINATION.

     (a) Termination by Company; Discharge for Cause.  The Company shall be
entitled to terminate this Agreement and the Executive's employment with the
Company at any time and for whatever reason; or at any time for "Cause" (as
defined below) by written notice to the Executive.  Termination of the
Executive's employment by the Company shall constitute a termination for "Cause"
if such termination is for one or more of the following reasons: (i) the willful
failure or refusal of the Executive to render services to the Company in
accordance with his obligations under this Agreement, including, without
limitation, the failure or refusal of the Executive to comply with the work
rules, policies, procedures, and directives as established by the Board of
Directors and consistent with this Agreement; such failure or refusal to be
uncured and continuing for a period of not less than fifteen (15) days after
notice outlining the situation is given by the Company to the Executive; (ii)
the commission by the Executive of an act of fraud or embezzlement; (iii) the
commission by the Executive of any other action with the intent to injure the
Company; (iv) the Executive having been convicted of a felony or a crime
involving moral turpitude; (v) the Executive having misappropriate the property
of the Company; (vi) the Executive having engaged in personal misconduct which
materially injures the Company; or (vii) the Executive having willfully violated
any law or regulation relating to the business of the company which results in
material injury to the Company.  In the event of the Executive's termination by
the Company for Cause hereunder, the Executive shall be entitled to no severance
or other termination benefits except for any unpaid Salary accrued through the
date of termination.  A termination of this Agreement by the Company without
Cause pursuant to this Section 5(a) shall entitle the Executive to the Severance
Payment and other benefits specified in Section 5(f) hereof.

     (b) Death.  If the Executive dies during the term of this Agreement and
while in the employ of the Company, this Agreement shall automatically terminate
and the Company shall have no further obligation to the Executive or his estate
except that the Company shall pay to the Executive's estate that portion of his
Salary and benefits accrued through the date of death.  All such payments to the
Executive's estate shall be made in the same manner and at the same time as the
Executive's Salary.

     (c) Disability.  If during the term of this Agreement, the Executive shall
be prevented from performing his duties hereunder for a period of 60 days by
reason of disability, then the Company, on 30 days' prior notice to the
Executive, may terminate this Agreement.  For purposes of this Agreement, the
Executive shall be deemed to have become disabled when the Board of Directors of
the Company, upon verification by a physician designated by the Company, shall
have determined that the Executive has become physically or mentally unable
(excluding infrequent and temporary absences due to ordinary illness) to perform
the essential functions of his duties under this Agreement with reasonable
accommodation.  In the event of a termination pursuant to this paragraph (c),
the Company shall be relieved of all its obligations under this Agreement,
except that the Company shall pay to the Executive or his estate in the event of
his subsequent death, that portion of the Executive's Salary and benefits
accrued

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through the date of such termination. All such payments to the Executive or his
estate shall be made in the same manner and at the same time as his Salary and
would have been paid to him had he not become disabled.

     (d) Termination for Good Reason.  The Executive shall be entitled to
terminate this Agreement and his employment with the Company at any time upon
thirty (30) days written notice to the Company for "Good Reason" (as defined
below).  The Executive's termination of employment shall be for "Good Reason" if
such termination is a result of any of the following events:

     (i) The Executive is assigned any responsibilities or duties materially
inconsistent with his position, duties, responsibilities and status with the
Company as in effect at the date of this Agreement or as may be assigned to the
Executive pursuant to Section 2 hereof; or his title or offices as in effect at
the date of this Agreement or as the Executive may be appointed or elected to in
accordance with Section 2 are changed; or the Executive is required to report to
or be directed by any person other than the Chief Executive Officer and the
Chairman of the Board of the Company;

     (ii) there is a reduction in the Salary (as such Salary shall have been
increased from time to time) payable to the Executive pursuant to Section 4(a)
hereof;

     (iii)  failure by the Company or any successor to the Company or its assets
to continue to provide to the Executive any material benefit, bonus, profit
sharing, incentive, remuneration or compensation plan, stock ownership or
purchase plan, stock option plan, life insurance, disability plan, pension plan
or retirement plan in which the Executive was entitled to participate in as at
the date of this Agreement or subsequent thereto, or the taking by the Company
of any action that materially and adversely affects the Executive's
participation in or materially reduces his rights or benefits under or pursuant
to any such plan or the failure by the Company to increase or improve such
rights or benefits on a basis consistent with practices in effect prior to the
date of this Agreement or with practices implemented and subsequent to the date
of this Agreement with respect to the executive employees of the Company
generally, which ever is more favorable to the Executive, but excluding such
action that is required by law;

     (iv) without Executive's consent, the Company requires the executive to
relocate to any city or community other than one within a fifty (50) mile radius
of the greater Houston, Texas metropolitan area, except for required travel on
the Company's business to an extent substantially consistent with the
Executive's business obligations under this Agreement; or

     (v) there is any material breach by the Company of any provision of this
Agreement.

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     Upon the Executive's termination of this Agreement for Good Reason, the
Executive shall be entitled to the Severance Payment and other benefits
specified in Section 5(f) hereof.

     (e) Voluntary Termination.  Notwithstanding anything to the contrary
herein, the Executive shall be entitled to voluntarily terminate this Agreement
and his employment with the Company at his pleasure upon sixty (60) days written
notice to such effect.  In such event, the Executive shall not be entitled to
any further compensation other than any unpaid Salary and benefits accrued
through the date of termination.  At the Company's option, the Company may pay
to the Executive the salary and benefits that the Executive would have received
during such sixty (60) day period in lieu of requiring the Executive to remain
in the employment of the Company for such sixty (60) day period.

     (f) Termination Benefits Upon Involuntary Termination or Termination for
Good Reason.  In the event that (i) the Company terminates this Agreement and
the Executive's employment with the Company for any reason other than for Cause
(as defined in Section 5(a) hereof) or the death or disability (as defined in
Section 5(c) hereof) of the Executive, or (ii) the Executive terminates this
Agreement and his employment with the Company for Good Reason (as set forth in
Section 5(d) hereof), then the Company shall pay the Executive, within thirty
(30) days after the date of termination, an amount (the "Severance Payment")
equal to (x) one (1) times the Executive's highest annual Salary in existence at
any time during the last two (2) years of employment immediately preceding the
date of termination, and (y) one (1) times the highest annual bonus paid to the
Executive during such two-year period, minus applicable withholding and
authorized salary reductions (the "Severance Payment").  In addition, following
other such termination, the Executive shall be entitled to the following
benefits (collectively, the "Additional Benefits");

     (i) immediate vesting of any of the Executive's outstanding options to
purchase securities of the Company which were not vested by their own terms on
the date of termination and the extension of the Executive's right to exercise
all the Executive's options to purchase securities of the Company for a period
equal to the lesser of (A) one (1) year following the date of termination or (B)
the remaining term of the applicable option;

     (ii) continued coverage, at the Executive's cost, under the Company's group
health plan for the applicable coverage period under the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended ("COBRA") but only if Executive
elects such COBRA continuation in accordance with the time limits and in the
applicable COBRA regulations;

     (iii)  an amount, in cash, equal to the sum of (A) any unreimbursed
expenses incurred by the Executive in the performance of his duties hereunder
through the date of termination, plus (B) any accrued and unused vacation time
or other unpaid benefits as of the date of termination; and

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     (iv) return of any unused baseball tickets previously transferred from
Executive to the Company.

     The parties agree that, because there can be no exact measure of the
damages which would occur to the Executive as a result of termination of
employment, such payments contemplated in this Section 5(f) shall be deemed to
constitute liquidated damages and not a penalty and the Company agrees that the
Executive shall not be required to mitigate his damages.  The termination
compensation in this Section 5(f) shall be paid only if the Executive executes a
termination agreement releasing all legally waivable claims arising from the
Executive's employment.

     (g) Termination and Benefits upon a Change in Control.  In the event of a
Change in Control, as defined in this Section 5(g), then in lieu of the
Severance Payment contained in Section 5(f) hereof, if the Executive is
terminated without Cause or the Executive terminates his employment for Good
Reason within the twelve (12) month period immediately following a Change in
Control the Company shall pay to the Executive a lump sum amount equal to: (x)
two (2) times the Executive's highest annual salary paid during the last two (2)
years immediately preceding the date of termination, and (y) two (2) times the
highest annual bonus paid to the Executive while employed by the Company, minus
applicable withholding and authorized salary reductions (the "Payment").  In the
event that the excise tax relating to "parachute payments" under Section 280G of
the Code applies to the Payment, then the Company shall pay the Executive an
additional payment in an amount such that, after payment of federal income taxes
(but not the excise tax) on such additional payment, the Executive retains an
amount equal to the excise tax originally imposed on the Payment.  The Executive
shall also are entitled to receive the Additional Benefits. "Change of Control"
means or shall be deemed to have occurred if and when: (i) any "person" or
"group" (as such terms are used in Section 13(d) and 14(d) of the Exchange Act)
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of more than 50% of the total voting
power of the outstanding voting stock of the Company; (ii) the Company is merged
with or into or consolidated with another Person and, immediately after giving
effect to the merger or consolidation, (a) less than 50% of the total voting
power of the outstanding voting stock of the surviving or resulting Person is
then "beneficially owned" (within the meaning of Rule 13d-3 under the Exchange
Act) in the aggregate by the stockholders of the Company immediately prior to
such merger or consolidation, and (b) any "person" or "group" (as defined in
Section 13(d)(3) or 14(d)(2) of the Exchange Act) has become the direct or
indirect "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of
more than 50% of the total voting power of the voting stock of the surviving or
resulting Person; (iii) the Company sells, assigns, conveys, transfers, leases
or otherwise disposes of all or substantially all of the Company assets (either
in one transaction or a series of related transactions); (iv) during any
consecutive two-year period, individuals who at the beginning of such period
constituted the Board of Directors of the Company (together with any new
directors whose election by such Board of Directors or whose nomination for
election by the stockholders of the Company was approved by a vote of a majority
of the directors then still in office who were either directors at the beginning
of such period or whose election or nomination for election was previously so
approved) cease for any

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reason to constitute a majority of the Board of Directors of the Company then in
office; or (v) the liquidation or dissolution of the Company.

     (h) Survival.  Notwithstanding the termination of this Agreement under this
Section 5, the provisions of Sections 7 and 8 of this Agreement, and all other
provisions hereof which by their terms are to be performed following the
termination hereof shall survive such termination and be continuing obligations.

     6.  CONSENT AND WAIVER BY THIRD PARTIES.  The Executive hereby represents
and warrants that he has obtained all necessary waivers and/or consents from
third parties as to enable him to accept employment with the Company on the
terms and conditions set forth herein and to execute and perform this Agreement
without being in conflict with any other agreement, obligations or understanding
with any such third party.

     7.  CONFIDENTIAL INFORMATION.  The Executive acknowledges that in the
course of his employment with the Company, he has received and will receive
access to confidential information of a special and unique value concerning the
Company and its business, including, without limitation, trade secrets, know-
how, lists of customers, employee records, books and records relating to
operations, costs or providing service and equipment, operating an maintenance
costs, pricing criteria and other confidential information and knowledge
concerning the business of the Company and its affiliates (hereinafter
collectively referred to as "information") which the Company desires to protect.
The Executive acknowledges that such information is confidential and the
protection of such confidential information against unauthorized use or
disclosure is of critical importance to the Company.  The Executive agrees that
he will not reveal such information to any one outside the Company.  The
Executive further agrees that during the term of this Agreement and thereafter
he will not use or disclose such information.  Upon termination of his
employment hereunder, the Executive shall surrender to the Company all papers,
documents, writings and other property produced by him or coming into his
possession by or through his employment hereunder and relating to the
information referred to in this Section 7, and the Executive agrees that all
such materials will at all times remain the property of the Company.  The
obligation of confidentiality, non-use and non-disclosure of know-how set forth
in this Section 7 shall not extend to know-how (i) which was in the public
domain prior to disclosure by the disclosing party, (ii) which comes into the
public domain other than through a breach of this Agreement, (iii) which is
disclosed to the Executive after the termination of this Agreement by a third
party having legitimate possession thereof and the unrestricted right to make
such disclosure, or (iv) which is necessarily disclosed in the course of the
Executive's performance of his duties to the Company as contemplated in this
Agreement.  The agreements in this Section 7 shall survive the termination of
this Agreement.

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     8.  NO SOLICITATION.  To support the agreements contained in Section 7
hereof, from the date hereof and for a period twelve (12) months after the
Executive's employment with the Company is terminated for any reason, the
Executive shall not, either directly or indirectly, through any person, firm,
association or corporation with which the Executive is now or may hereafter
become associated, (i) hire, employ, solicit or engage any then current employee
of the Company or its affiliates, or (ii) use in any competition, solicitation
or marketing effort any information as to which the Executive has a duty of
confidential treatment under paragraph 7 above.

     9.  NOTICES.  All notices, requests, consents and other communications
under this Agreement shall be in writing and shall be deemed to have been
delivered on the date personally delivered or on the date mailed, postage
prepaid, by certified mail, return receipt requested, or telegraphed and
confirmed if addressed to the respective parties as follows:

          If to the Executive:    Robert J. Bensh
                                  2717 University
                                  Houston, Texas 77005

          If to the Company:      Bellwether Exploration Company
                                  1331 Lamar, Suite 1455
                                  Houston, Texas 77010-3039
                                  Attn: Chairman, Compensation Committee

Either party hereto may designate a different address by providing written
notice of such new address to the other party hereto.

     10.  SPECIFIC PERFORMANCE.  The Executive acknowledges that a remedy at law
for any breach or attempted breach of Section 7 or 8 of this Agreement will be
inadequate, agrees that the Company shall be entitled to specific performance
and injunctive and other equitable relief in case of any such a breach or
attempted breach, and further agrees to waive any requirement of the securing or
posting of any bond in connection with the obtaining of any such injunctive or
any other equitable relief.

     11.  WAIVERS AND MODIFICATIONS.  This Agreement may be modified, and the
rights and remedies of any provision hereof may be waived, only in accordance
with this Section 11.  No modification or waiver by the Company shall be
effective without the consent of at least a majority of the Compensation
Committee of the Board of Directors then in office at the time of such
modification or waiver.  No waiver by either party of any breach by the other or
any provision hereof shall be deemed to be a waiver of any later or other breach
thereof or as a waiver of any other provision of this Agreement.  This Agreement
sets forth all the terms of the understandings between the parties with
reference to the subject matter set forth herein and may not be waived, changed,
discharged or terminated orally or by any course of dealing between the

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parties, but only by an instrument in writing signed by the party against whom
any waiver, change, discharge or termination is sought.

     12.  GOVERNING LAW.  This Agreement shall be construed in accordance with
the laws of the State of Texas.

     13.  SEVERABILITY.  In case of one or more of the provisions contained in
this Agreement for any reason shall be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement shall
be construed as if such invalid, illegal or unenforceable provisions had never
contained herein.

     14.  ARBITRATION.  In the event that a dispute or controversy should arise
between the Executive and the Company as to the meaning or application of any
provision, term or condition of this Agreement, such dispute or controversy
shall be settled by binding arbitration in Houston, Texas and for said purpose
each of the parties hereto hereby expressly consents to such arbitration in such
place.  Such arbitration shall be conducted in accordance with the existing
rules and regulations of the American Arbitration Association governing
commercial transactions.  The expense of the arbitrator shall be borne by the
Company.

     IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement
as of the date and year first above written.

                              COMPANY:

                              BELLWETHER EXPLORATION COMPANY



                              By: /s/ J. P. BRYAN
                                  ------------------------------------
                                  J. P. Bryan, Chief Executive Officer

                              EXECUTIVE:

                              /s/ ROBERT BENSH
                              ----------------------------------------
                              Robert J. Bensh

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