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                                                                   EXHIBIT 10.21



                         EXECUTIVE EMPLOYMENT AGREEMENT


         THIS AGREEMENT is made and entered into effective as of this 4th day of
September, 2001 between PetroQuest Energy, Inc., a Delaware corporation having
its principal executive office at 400 E. Kaliste Saloom Road, Suite 3000,
Lafayette, Louisiana 70508 (hereinafter referred to as the "Company"), and
Dalton F. Smith, III (hereinafter referred to as the "Employee").

                                   WITNESSETH:

         WHEREAS, the Company desires to employ the Employee in an executive
capacity and the Employee desires to enter the Company's employ.

         NOW, THEREFORE, for and in consideration of the mutual promises,
covenants and obligations contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Company and the Employee hereby agree as follows:

1. Certain Definitions. As used in this Agreement, the following terms have the
meanings prescribed below:

         Affiliate is used in this Agreement to define a relationship to a
person or entity and means a person or entity who, directly or indirectly
through one or more intermediaries, controls, is controlled by, or is under
common control with, such person or entity.

         Annual Bonus shall have the meaning assigned thereto in Section 4.2
hereof.

         Base Salary shall have the meaning assigned thereto in Section 4.1
hereof.

         Beneficial Owner shall have the meaning assigned thereto in Rule
13(d)-3 under the Exchange Act; provided, however, and without limitation, that
any individual, corporation, partnership, group, association or other person or
entity that has the right to acquire any Voting Stock at any time in the future,
whether such right is (a) contingent or absolute or (b) exercisable presently or
at any time in the future, pursuant to any agreement or understanding or upon
the exercise or conversion of rights, options or warrants, or otherwise, shall
be the Beneficial Owner of such Voting Stock.

         Cause shall have the meaning assigned thereto in Section 5.3 hereof.

         Common Stock means the Company's common stock, par value $.001 per
share.

         Confidential Information shall have the meaning assigned thereto in
Section 8.2 hereof.

         Date of Termination means the earliest to occur of (i) the date of the
Employee's death, (ii) the date on which the Employee terminates this Agreement
for any reason or (iii) the date of receipt of the Notice of Termination, or
such later date as may be prescribed in the Notice of Termination in accordance
with Section 5.5 hereof.







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         Disability means an illness or other disability which prevents the
Employee from discharging his responsibilities under this Agreement for a period
of 180 consecutive calendar days, or an aggregate of 180 calendar days in any
calendar year, during the Employment Period, all as determined in good faith by
the Board of Directors of the Company (or a committee thereof).

         Effective Date means the date of execution hereof.

         Employee means Dalton F. Smith, III, whose business address is 400 E.
Kaliste Saloom Road, Suite 3000, Lafayette, Louisiana 70508.

         Exchange Act means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated by the Securities and Exchange Commission
thereunder, all as in effect from time to time during the Employment Period.

         Company means PetroQuest Energy, Inc., a Delaware corporation, the
principal executive office of which is located at 400 E. Kaliste Saloom Road,
Suite 3000, Lafayette, Louisiana 70508.

         Employment Period shall have the meaning assigned thereto in Section 3
hereof.

         Initial Term shall have the meaning assigned thereto in Section 3
hereof.

         Notice of Termination shall have the meaning assigned thereto in
Section 5.5 hereof.

         Termination Agreement means the Termination Agreement dated as of
September 4, 2001 between the Company and the Employee.

         Voting Stock means all outstanding shares of capital stock of the
Company entitled to vote generally in an election of directors; provided,
however, that if the Company has shares of Voting Stock entitled to more or less
than one vote per share, each reference to a proportion of the issued and
outstanding shares of Voting Stock shall be deemed to refer to the proportion of
the aggregate votes entitled to be cast by the issued and outstanding shares of
Voting Stock.

         Without Cause shall have the meaning assigned thereto in Section 5.4
hereof.

2. General Duties of Company and Employee.

         2.1 The Company agrees to employ the Employee, and the Employee agrees
to accept employment by the Company and to serve the Company as Senior Vice
President-Business Development & Land. The authority, duties and
responsibilities of the Employee shall be consistent with those of executive
officers in a public company with a similar title, and such other or additional
duties as may from time to time be assigned to the Employee by the Board of
Directors (or a committee thereof) and agreed to by the Employee. While employed
hereunder, the Employee shall devote full time and attention during normal
business hours to the affairs of the Company and use his






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best efforts to perform faithfully and efficiently his duties and
responsibilities. The Employee may (i) serve on corporate, civic or charitable
boards or committees, (ii) deliver lectures, fulfill speaking engagements or
teach at educational institutions and (iii) manage personal investments, so long
as such activities do not significantly interfere with the performance of the
Employee's duties and responsibilities.

         2.2 The Employee agrees and acknowledges that he owes a fiduciary duty
of loyalty, fidelity and allegiance to act at all times in the best interests of
the Company and to do no act and to make no statement, oral or written, which
would injure Company's business, its interests or its reputation.

         2.3 The Employee agrees to comply at all times during the Employment
Period with all applicable policies, rules and regulations of the Company,
including, without limitation, the Company's code of ethics and the Company's
policy regarding trading in the Common Stock, as each is in effect from time to
time during the Employment Period.

3. Term. Unless sooner terminated pursuant to other provisions hereof, the
Employee's period of employment under this Agreement shall be a period of three
years beginning on the Effective Date (the "Initial Term"). After the expiration
of the Initial Term, the Employee's period of employment under this Agreement
shall be automatically renewed for successive one-year terms on each anniversary
of the Effective Date (the Initial Term and any and all renewals thereof are
referred to herein collectively as the "Employment Period").

4. Compensation and Benefits.

         4.1 Base Salary. As compensation for services to the Company, the
Company shall pay to the Employee until the Date of Termination an annual base
salary of $175,000 (the "Base Salary"). The Board of Directors (or a committee
thereof), in its discretion, may increase the Base Salary based upon relevant
circumstances. The Base Salary shall be payable in equal semi-monthly
installments or in accordance with the Company's established policy, subject
only to such payroll and withholding deductions as may be required by law and
other deductions applied generally to employees of the Company for insurance and
other employee benefit plans.

         4.2 Bonus. In addition to the Base Salary, the Employee may be awarded,
for each fiscal year until the Date of Termination, an annual bonus (either
pursuant to a bonus or incentive plan or program of the Company or otherwise) in
an amount to be determined by the Board of Directors (or a committee thereof),
in its sole discretion (the "Annual Bonus"). Each such Annual Bonus shall be
payable at a time to be determined by the Board of Directors (or a committee
thereof) in its sole discretion.

         4.3 Incentive, Savings and Retirement Plans. Until the Date of
Termination, the Employee shall be eligible to participate in and shall receive
all benefits under all executive incentive, savings and retirement plans
(including 401(k) plans) and programs currently maintained or hereinafter
established by the Company for the benefit of its executive officers and/or
employees.




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         4.4 Welfare Benefit Plan. Until the Date of Termination, the Employee
and/or the Employee's family, as the case may be, shall be eligible to
participate in and shall receive all benefits under each welfare benefit plan of
the Company currently maintained or hereinafter established by the Company for
the benefit of its employees. Such welfare benefit plans may include, without
limitation, medical, dental, disability, group life, accidental death and travel
accident insurance plans and programs.

         4.5 Reimbursement of Expenses. The Employee may from time to time until
the Date of Termination incur various business expenses customarily incurred by
persons holding positions of like responsibility, including, without limitation,
travel, entertainment and similar expenses incurred for the benefit of the
Company. Subject to the Company's policy regarding the reimbursement of such
expenses as in effect from time to time during the Employment Period, which does
not necessarily allow reimbursement of all such expenses, the Company shall
reimburse the Employee for such expenses from time to time, at the Employee's
request, and the Employee shall account to the Company for all such expenses.

         4.6 Life Insurance. The Company shall provide to the Employee life
insurance on terms that are mutually agreeable to the Company and the Employee.

         4.7 Relocation. The Company and the Employee agree that if the Employee
is asked to relocate from Lafayette, Louisiana to Houston, Texas, the Company
will provide to Employee reimbursement for out of pocket moving expenses
incurred in connection with such move, and it will also reimburse the Employee
for any loss incurred by the Employee on the sale of his personal residence in
Lafayette, Louisiana, with such loss being calculated on the basis of the
difference between the Employee's actual costs less the net sales price.

5. Termination.

         5.1 Death. This Agreement shall terminate automatically upon the death
of the Employee.

         5.2 Disability. The Company may terminate this Agreement, upon written
notice to the Employee delivered in accordance with Sections 5.5 and 12.1
hereof, upon the Disability of the Employee.

         5.3 Cause. The Company may terminate this Agreement, upon written
notice to the Employee delivered in accordance with Sections 5.5 and 12.1
hereof, for Cause. For purposes of this Agreement, "Cause" means (i) the
conviction of the Employee of a felony (which, through lapse of time or
otherwise, is not subject to appeal), (ii) the Employee's willful refusal,
without proper legal cause, to perform his duties and responsibilities as
contemplated in this Agreement or (iii) the Employee's willful engaging in
activities which would (A) constitute a breach of any term of this Agreement,
the Company's code of ethics, the Company's policies regarding trading in the
Common Stock or reimbursement of business expenses or any other applicable
policies, rules or regulations of the Company, or (B) result in a material
injury to the business, condition (financial or otherwise),





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results of operations or prospects of the Company or its Affiliates (as
determined in good faith by the Board of Directors of the Company or a committee
thereof).

         5.4 Without Cause. The Company may terminate this Agreement Without
Cause, upon written notice to the Employee delivered in accordance with Sections
5.5 and 12.1 hereof. For purposes of this Agreement, the Employee will be deemed
to have been terminated "Without Cause" if the Employee is terminated by the
Company for any reason other than Cause, Disability or death.

         5.5 Notice of Termination. Any termination of this Agreement by the
Company for Cause, Without Cause or as a result of the Employee's Disability
shall be communicated by Notice of Termination to the Employee given in
accordance with this Agreement. For purposes of this Agreement, a "Notice of
Termination" means a written notice which (i) indicates the specific termination
provision in this Agreement relied upon, (ii) sets forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the
Employee's employment under the provision so indicated and (iii) specifies the
termination date, if such date is other than the date of receipt of such notice
(which termination date shall not be more than 15 days after the giving of such
notice).

6. Obligations of Company upon Termination.

         6.1 Cause by Employee. If this Agreement shall be terminated either by
the Company for Cause or by the Employee for any reason, the Company shall pay
to the Employee, in a lump sum in cash within 30 days after the Date of
Termination, the aggregate of the Employee's Base Salary (as in effect on the
Date of Termination) through the Date of Termination, if not theretofore paid,
and, in the case of compensation previously deferred by the Employee, all
amounts of such compensation previously deferred and not yet paid by the
Company. All other obligations of the Company and rights of the Employee
hereunder shall terminate effective as of the Date of Termination.

         6.2 Death or Disability.

                  (a) Subject to the provisions of this Section 6.2, if this
         Agreement is terminated as a result of the Employee's death or
         Disability, the Company shall pay to the Employee or his estate, in
         equal semi-monthly installments, the Employee's Base Salary (as in
         effect on the Date of Termination) for 12 months after such Date of
         Termination. The Company may purchase insurance to cover all or any
         part of the obligation contemplated in the foregoing sentence, and the
         Employee agrees to submit to a physical examination to facilitate the
         procurement of such insurance.

                  (b) Whenever compensation is payable to the Employee hereunder
         during a period in which he is partially or totally disabled, and such
         Disability would (except for the provisions hereof) entitle the
         Employee to Disability income or salary continuation payments from the
         Company according to the terms of any plan or program presently
         maintained or hereafter established by the Company, the Disability
         income or salary continuation paid to the Employee pursuant to any such
         plan or program shall be considered a portion of the payment





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<PAGE>

         to be made to the Employee pursuant to this Section 6.2 and shall not
         be in addition hereto. If Disability income is payable directly to the
         Employee by an insurance company under the terms of an insurance policy
         paid for by the Company, the amounts paid to the Employee by such
         insurance company shall be considered a portion of the payment to be
         made to the Employee pursuant to this Section 6.2 and shall not be in
         addition hereto.

         6.3 Without Cause. If this Agreement shall be terminated by the Company
Without Cause:

                  (a) the Company shall pay to the Employee, in a lump sum in
         cash within 30 days after the Date of Termination, the aggregate of the
         following amounts:

                           (1) if not theretofore paid, the Employee's Base
                  Salary (as in effect on the Date of Termination) through the
                  Date of Termination; and

                           (2) in the case of compensation previously deferred
                  by the Employee, all amounts of such compensation previously
                  deferred and not yet paid by the Company;

                  (b) the Company shall, promptly upon submission by the
         Employee of supporting documentation, pay or reimburse to the Employee
         any costs and expenses (including moving and relocation expenses) paid
         or incurred by the Employee which would have been payable under
         Sections 4.5 and 4.7 of this Agreement if the Employee's employment had
         not terminated; and

                  (c) for the 12-month period commencing on the Date of
         Termination, the Company shall continue benefits to the Employee and/or
         the Employee's family at least equal to those which would have been
         provided to them under Section 4.4 if the Employee's employment had not
         been terminated; and

                  (d) the Company shall pay to the Employee, in equal
         semi-monthly installments, the Employee's Base Salary (as in effect on
         the Date of Termination) for 12 months after the Date of Termination.

         6.4 Termination of Employment Following a Change in Control.
Notwithstanding the provisions of Section 6.3 hereof to the contrary, if the
Employee's employment by the Company is terminated by the Company in accordance
with the terms of Section 4 of the Termination Agreement and the Employee is
entitled to benefits provided in Section 5 of the Termination Agreement, the
Company shall pay to the Employee, in a lump sum in cash within 30 days after
the Date of Termination, the aggregate of the Employee's Base Salary (as in
effect on the Date of Termination) through the Date of Termination, if not
theretofore paid, and, in the case of compensation previously deferred by the
Employee, all amounts of such compensation previously deferred and not yet paid
by the Company. Except with respect to the obligations set for forth in the
Termination Agreement, notwithstanding any provisions herein to the contrary,
all other obligations of the Company and rights of the Employee hereunder shall
terminate effective as of the Date of Termination.





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7. Employee's Obligation to Avoid Conflicts of Interest.

         7.1 In keeping with the Employee's fiduciary duties to the Company, the
Employee agrees that he shall not knowingly become involved in a conflict of
interest with the Company, or upon discovery thereof, allow such a conflict to
continue. The Employee further agrees to disclose to the Company, promptly after
discovery, any facts or circumstances which might involve a conflict of interest
with the Company.

         7.2 The Company and the Employee recognize that it is impossible to
provide an exhaustive list of actions or interests which constitute a "conflict
of interest." Moreover, the Company and the Employee recognize that there are
many borderline situations. In some instances, full disclosure of facts by the
Employee to the Company is all that is necessary to enable the Company to
protect its interests. In others, if no improper motivation appears to exist and
the Company's interests have not suffered, prompt elimination of the outside
interest will suffice. In still others, it may be necessary for the Company to
terminate the employment relationship. The Company and the Employee agree that
the Company's determination as to whether or not a conflict of interest exists
shall be conclusive. The Company reserves the right to take such action as, in
its judgment, will end the conflict of interest.

         7.3 In this connection, it is agreed that any direct or indirect
interest in, connection with or benefit from any outside activities,
particularly commercial activities, which interest might in any way adversely
affect the Company or its Affiliates, involves a possible conflict of interest.
Circumstances in which a conflict of interest on the part of the Employee would
or might arise, and which should be reported immediately to the Company,
include, but are not limited to, the following:

                  (a) Ownership of a material interest in any lender, supplier,
         contractor, subcontractor, customer or other entity with which the
         Company does business.

                  (b) Acting in any capacity, including director, officer,
         partner, consultant, employee, distributor, agent or the like, for any
         lender, supplier, contractor, subcontractor, customer or other entity
         with which the Company does business.

                  (c) Acceptance, directly or indirectly, of payments, services
         or loans from a lender, supplier, contractor, subcontractor, customer
         or other entity with which the Company does business, including,
         without limitation, gifts, trips, entertainment or other favors of more
         than a nominal value, but excluding loans from publicly held insurance
         companies and commercial or savings banks at market rates of interest.

                  (d) Use of information or facilities to which the Employee has
         access in a manner which will be detrimental to the Company's
         interests, such as use for the Employee's own benefit of know-how or
         information developed through the Company's business activities.

                  (e) Disclosure or other misuse of information of any kind
         obtained through the Employee's connection with the Company.




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                  (f) Acquiring or trading in, directly or indirectly, oil and
         gas properties or interests for his own account or the account of his
         Affiliates without the prior written consent of the Board of Directors.

8. Employee's Confidentiality Obligation.

         8.1 The Employee hereby acknowledges, understands and agrees that all
Confidential Information is the exclusive and confidential property of the
Company and its Affiliates which shall at all times be regarded, treated and
protected as such in accordance with this Section 8. The Employee acknowledges
that all such Confidential Information is in the nature of a trade secret.

         8.2 For purposes of this Agreement, "Confidential Information" means
information, which is used in the business of the Company or its Affiliates and
(i) is proprietary to, about or created by the Company or its Affiliates, (ii)
gives the Company or its Affiliates some competitive business advantage or the
opportunity of obtaining such advantage or the disclosure of which could be
detrimental to the interests of the Company or its Affiliates, (iii) is
designated as Confidential Information by the Company or its Affiliates, is
known by the Employee to be considered confidential by the Company or its
Affiliates, or from all the relevant circumstances should reasonably be assumed
by the Employee to be confidential and proprietary to the Company or its
Affiliates, or (iv) is not generally known by non-Company personnel. Such
Confidential Information includes, without limitation, the following types of
information and other information of a similar nature (whether or not reduced to
writing or designated as confidential):

                  (a) Internal personnel and financial information of the
         Company or its Affiliates, information regarding oil and gas properties
         including reserve information, vendor information (including vendor
         characteristics, services, prices, lists and agreements), purchasing
         and internal cost information, internal service and operational
         manuals, and the manner and methods of conducting the business of the
         Company or its Affiliates;

                  (b) Marketing and development plans, price and cost data,
         price and fee amounts, pricing and billing policies, bidding, quoting
         procedures, marketing techniques, forecasts and forecast assumptions
         and volumes, and future plans and potential strategies (including,
         without limitation, all information relating to any oil and gas
         prospect and the identity of any key contact within the organization of
         any acquisition prospect) of the Company or its Affiliates which have
         been or are being discussed;

                  (c) Names of customers and their representatives, contracts
         (including their contents and parties), customer services, and the
         type, quantity, specifications and content of products and services
         purchased, leased, licensed or received by customers of the Company or
         its Affiliates; and





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                  (d) Confidential and proprietary information provided to the
         Company or its Affiliates by any actual or potential customer,
         government agency or other third party (including businesses,
         consultants and other entities and individuals).

         8.3 As a consequence of the Employee's acquisition or anticipated
acquisition of Confidential Information, the Employee shall occupy a position of
trust and confidence with respect to the affairs and business of the Company and
its Affiliates. In view of the foregoing and of the consideration to be provided
to the Employee, the Employee agrees that it is reasonable and necessary that
the Employee make each of the following covenants:

                  (a) At any time during the Employment Period and thereafter,
         the Employee shall not disclose Confidential Information to any person
         or entity, either inside or outside of the Company, other than as
         necessary in carrying out his duties and responsibilities as set forth
         in Section 2 hereof, without first obtaining the Company's prior
         written consent (unless such disclosure is compelled pursuant to court
         orders or subpoena, and at which time the Employee shall give notice of
         such proceedings to the Company).

                  (b) At any time during the Employment Period and thereafter,
         the Employee shall not use, copy or transfer Confidential Information
         other than as necessary in carrying out his duties and responsibilities
         as set forth in Section 2 hereof, without first obtaining the Company's
         prior written consent.

                  (c) On the Date of Termination, the Employee shall promptly
         deliver to the Company (or its designee) all written materials, records
         and documents made by the Employee or which came into his possession
         prior to or during the Employment Period concerning the business or
         affairs of the Company or its Affiliates, including, without
         limitation, all materials containing Confidential Information.

9. Disclosure of Information, Ideas, Concepts, Improvements, Discoveries and
Inventions.

         As part of the Employee's fiduciary duties to the Company, the Employee
agrees that during his employment by the Company and for a period of three years
following the Date of Termination, the Employee shall promptly disclose in
writing to the Company all information, ideas, concepts, improvements,
discoveries and inventions, whether patentable or not, and whether or not
reduced to practice, which are conceived, developed, made or acquired by the
Employee, either individually or jointly with others, and which relate to the
business, products or services of the Company or its Affiliates, irrespective of
whether the Employee used the Company's time or facilities and irrespective of
whether such information, idea, concept, improvement, discovery or invention was
conceived, developed, discovered or acquired by the Employee on the job, at
home, or elsewhere. This obligation extends to all types of information, ideas
and concepts, including information, ideas and concepts relating to new types of
services, corporate opportunities, acquisition prospects, the identity of key
representatives within acquisition prospect organizations, prospective names or
service marks for the Company's business activities, and the like.




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10. Ownership of Information, Ideas, Concepts, Improvements, Discoveries and
Inventions, and all Original Works of Authorship.

         10.1 All information, ideas, concepts, improvements, discoveries and
inventions, whether patentable or not, which are conceived, made, developed or
acquired by the Employee or which are disclosed or made known to the Employee,
individually or in conjunction with others, during the Employee's employment by
the Company and which relate to the business, products or services of the
Company or its Affiliates (including, without limitation, all such information
relating to corporate opportunities, research, financial and sales data, pricing
and trading terms, evaluations, opinions, interpretations, acquisition
prospects, the identity of customers or their requirements, the identity of key
contacts within the customers' organizations or within the organization of
acquisition prospects, marketing and merchandising techniques, and prospective
names and service marks) are and shall be the sole and exclusive property of the
Company. Furthermore, all drawings, memoranda, notes, records, files,
correspondence, manuals, models, specifications, computer programs, maps and all
other writings or materials of any type embodying any of such information,
ideas, concepts, improvements, discoveries and inventions are and shall be the
sole and exclusive property of the Company.

         10.2 In particular, the Employee hereby specifically sells, assigns,
transfers and conveys to the Company all of his worldwide right, title and
interest in and to all such information, ideas, concepts, improvements,
discoveries or inventions, and any United States or foreign applications for
patents, inventor's certificates or other industrial rights which may be filed
in respect thereof, including divisions, continuations, continuations-in-part,
reissues and/or extensions thereof, and applications for registration of such
names and service marks. The Employee shall assist the Company and its nominee
at all times, during the Employment Period and thereafter, in the protection of
such information, ideas, concepts, improvements, discoveries or inventions, both
in the United States and all foreign countries, which assistance shall include,
but shall not be limited to, the execution of all lawful oaths and all
assignment documents requested by the Company or its nominee in connection with
the preparation, prosecution, issuance or enforcement of any applications for
United States or foreign letters patent, including divisions, continuations,
continuations-in-part, reissues and/or extensions thereof, and any application
for the registration of such names and service marks.

         10.3 In the event the Employee creates, during the Employment Period,
any original work of authorship fixed in any tangible medium of expression which
is the subject matter of copyright (such as, videotapes, written presentations
on acquisitions, computer programs, drawings, maps, architectural renditions,
models, manuals, brochures or the like) relating to the Company's business,
products or services, whether such work is created solely by the Employee or
jointly with others, the Company shall be deemed the author of such work if the
work is prepared by the Employee in the scope of his employment; or, if the work
is not prepared by the Employee within the scope of his employment but is
specially ordered by the Company as a contribution to a collective work, as a
part of a motion picture or other audiovisual work, as a translation, as a
supplementary work, as a compilation or as an instructional text, then the work
shall be considered to be work made for hire, and the Company shall be the
author of such work. If such work is neither prepared by the Employee





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within the scope of his employment nor a work specially ordered and deemed to be
a work made for hire, then the Employee hereby agrees to sell, transfer, assign
and convey, and by these presents, does sell, transfer, assign and convey, to
the Company all of the Employee's worldwide right, title and interest in and to
such work and all rights of copyright therein. The Employee agrees to assist the
Company and its Affiliates, at all times, during the Employment Period and
thereafter, in the protection of the Company's worldwide right, title and
interest in and to such work and all rights of copyright therein, which
assistance shall include, but shall not be limited to, the execution of all
documents requested by the Company or its nominee and the execution of all
lawful oaths and applications for registration of copyright in the United States
and foreign countries.

11. Employee's Non-Competition Obligation.

         11.1 (a) Until the Date of Termination, the Employee shall not, acting
         alone or in conjunction with others, directly or indirectly, in any of
         the business territories in which the Company or any of its Affiliates
         is presently or from time to time during the Employment Period
         conducting business, invest or engage, directly or indirectly, in any
         business which is competitive with that of the Company or accept
         employment with or render services to such a competitor as a director,
         officer, agent, employee or consultant, or take any action inconsistent
         with the fiduciary relationship of an employee to his employer;
         provided, however, that the beneficial ownership by the Employee of up
         to three percent of the Voting Stock of any corporation subject to the
         periodic reporting requirements of the Exchange Act shall not violate
         this Section 11.1(a).

              (b) In addition to the other obligations agreed to by the Employee
         in this Agreement, the Employee agrees that until the Date of
         Termination, he shall not at any time, directly or indirectly, (i)
         induce, entice or solicit any employee of the Company to leave his
         employment, (ii) contact, communicate or solicit any customer or
         acquisition prospect of the Company derived from any customer list,
         customer lead, mail, printed matter or other information secured from
         the Company or its present or past employees or (iii) in any other
         manner use any customer lists or customer leads, mail, telephone
         numbers, printed material or other information of the Company relating
         thereto.

         11.2 (a) If this Agreement is terminated either by the Company for
         Cause or by the Employee for any reason, then for a period of one year
         following the Date of Termination, the Employee shall not, acting alone
         or in conjunction with others, directly or indirectly, in any of the
         business territories in which the Company or any of its Affiliates is
         presently or at the Date of Termination conducting business, invest or
         engage, directly or indirectly, in any business which is competitive
         with that of the Company as of the Date of Termination or accept
         employment with or render services to such a competitor as a director,
         officer, agent, employee or consultant, or take any action inconsistent
         with the fiduciary relationship of an employee to his employer;
         provided, however, that the beneficial ownership by the Employee of up
         to three percent of the Voting Stock of any corporation subject to the
         periodic reporting requirements of the Exchange Act shall not violate
         this Section 11.2(a).




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                  (b) In addition to the other obligations agreed to by the
         Employee in this Agreement, the Employee agrees that if this Agreement
         is terminated either by the Company for Cause or by the Employee for
         any reason, then for a period of one year following the Date of
         Termination, he shall not at any time, directly or indirectly, (i)
         induce, entice or solicit any employee of the Company to leave his
         employment, (ii) contact, communicate or solicit any customer or
         acquisition prospect of the Company derived from any customer list,
         customer lead, mail, printed matter or other information secured from
         the Company or its present or past employees or (iii) in any other
         manner use any customer lists or customer leads, mail, telephone
         numbers, printed material or other information of the Company relating
         thereto.

         11.3 If this Agreement is terminated either by the Company Without
Cause, then the Employee shall not be subject to any non-competition obligation.

12. Miscellaneous.

         12.1 Notices. All notices and other communications required or
permitted hereunder or necessary or convenient in connection herewith shall be
in writing and shall be deemed to have been given when delivered by hand or
mailed by registered or certified mail, return receipt requested, as follows
(provided that notice of change of address shall be deemed given only when
received):

                  If to the Company to:

                  400 E. Kaliste Saloom Road
                  Suite 3000
                  Lafayette, Louisiana 70508

                  If to the Employee to:

                  400 E. Kaliste Saloom Road
                  Suite 3000
                  Lafayette, Louisiana 70508

or to such other names or addresses as the Company or the Employee, as the case
may be, shall designate by notice to the other party hereto in the manner
specified in this Section 12.1.

         12.2 Waiver of Breach. The waiver by any party hereto of a breach of
any provision of this Agreement shall neither operate nor be construed as a
waiver of any subsequent breach by any party.

         12.3 Assignment. This Agreement shall be binding upon and inure to the
benefit of the Company, its successors, legal representatives and assigns, and
upon the Employee, his heirs, executors, administrators, representatives and
assigns; provided, however, the Employee agrees that his rights and obligations
hereunder are personal to him and may not be assigned without the express
written consent of the Company.




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<PAGE>

         12.4 Entire Agreement; No Oral Amendments. This Agreement, together
with any exhibit attached hereto and any document, policy, rule or regulation
referred to herein, replaces and merges all previous agreements and discussions
relating to the same or similar subject matter between the Employee and the
Company and constitutes the entire agreement between the Employee and the
Company with respect to the subject matter of this Agreement. This Agreement may
not be modified in any respect by any verbal statement, representation or
agreement made by any employee, officer, or representative of the Company or by
any written agreement unless signed by an officer of the Company who is
expressly authorized by the Company to execute such document.

         12.5 Enforceability. If any provision of this Agreement or application
thereof to anyone or under any circumstances shall be determined to be invalid
or unenforceable, such invalidity or unenforceability shall not affect any other
provisions or applications of this Agreement which can be given effect without
the invalid or unenforceable provision or application.

         12.6 Jurisdiction; Arbitration. The laws of the State of Louisiana
shall govern the interpretation, validity and effect of this Agreement without
regard to the place of execution or the place for performance thereof. Any
controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration located in Houston, Texas administered
by the American Arbitration Association in accordance with its applicable
arbitration rules, and the judgment on the award rendered by the arbitrator(s)
may be entered in any court having jurisdiction thereof, which judgment shall be
binding upon the parties hereto.

         12.7 Injunctive Relief. The Company and the Employee agree that a
breach of any term of this Agreement by the Employee would cause irreparable
damage to the Company and that, in the event of such breach, the Company shall
have, in addition to any and all remedies of law, the right to any injunction,
specific performance and other equitable relief to prevent or to redress the
violation of the Employee's duties or responsibilities hereunder.

         IN WITNESS WHEREOF, the undersigned, intending to be legally bound,
have executed this Agreement as of the date first written above.

                                PETROQUEST ENERGY, INC.


                                By:/s/ Charles T. Goodson
                                   -------------------------------------------
                                         Charles T. Goodson
                                         Chief Executive Officer

                                EMPLOYEE:


                                /s/ Dalton F. Smith, III
                                ----------------------------------------------
                                         Dalton F. Smith, III






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