LONE STAR INTERNATIONAL ENERGY INC, S-8, 1998-05-05

LONE STAR INTERNATIONAL ENERGY INC
S-8, 1998-05-05
BLANK CHECKS

Previous: PRA SECURITIES TRUST /, 497J, 1998-05-05

Next: CROWN RESOURCES CORP, 4, 1998-05-05

<PAGE> 1
As filed with the Securities and Exchange Commission on May 5, 1998
Registration No. 33-____________

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---------------------------

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

---------------------------

LONE STAR INTERNATIONAL ENERGY, INC.
(Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S> <C> <C>
Nevada 528 Grant Road 87-0434288
(State of Other Jurisdiction Mineral Wells, Texas 76067 (I.R.S. Employer
of Incorporation or Organization) (Address of Principal Executive Offices) Identification No.)
</TABLE>

---------------------------

Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
(William D. Josserand, Jr.)
Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
(Calvin D. Cline)
Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
(Don R. Pyles)
Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
(Michael D. Herrington)
Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
(Richard P. Gazzola)
Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
(Paula Fleming)
Deferred Compensation Agreement and Promissory Notes
(C.E. Justice)
Consulting Agreement
(John Moran)

(Full Title of the Plan)

---------------------------

C.E. JUSTICE
President
Lone Star Energy, Inc.
528 Grant Road
Mineral Wells, Texas 76067
(Name and Address of Agent for Service)
Telephone Number, Including Area Code
of Agent for Service:
(817) 598-0542
APPROXIMATE DATE SALE TO PUBLIC WILL START: AS SOON AS PRACTICABLE AFTER THE
EFFECTIVE DATE OF THIS REGISTRATION.

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
Title of Amount Proposed Maximum Proposed Maximum Amount
Securities to to be Offering Price Per Aggregate Offering Registration
be Registered Registered Share (1) Price(1) Fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.001.... 3,726,012(2) $ .365 $ 1,359,995 $ 413.00
========================================================================================================
</TABLE>

(1) Estimated in accordance with Rule 457(a) solely for the
purpose of calculating the registration fee and based
upon the average bid and sale price on May 4, 1998.

(2) 653,006, 354,240, 323185, 182,964, 316,115, 1,370,254,
376,248, and 150,000 shares of Class "A" common stock
of the Company, par value $.001 per share, have been
reserved for issuance pursuant to each of the
above-described Agreements, respectively, for a total
of 3,726,012 shares.

================================================================================
<PAGE> 2
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTS

NOTE: The document(s) containing the information required by
Item 1 of Form S-8 and the document of availability of registrant information
and any other information required by Item 2 of Form S-8 will be sent or given
to employees as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. The registrant shall maintain a file of
such documents in accordance with the provision of Rule 428. Upon request, the
registrant shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.

-2-
<PAGE> 3
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

This Registration statement incorporates herein by reference the
following documents which have been filed (File No. 333-55254-07) with the
Commission by Lone Star International Energy, Inc. (the "Company") pursuant to
the Securities Exchange Act of 1934, as amended ("Exchange Act"):

1. The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1997.

Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing such
documents.

Any statement incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4. DESCRIPTION OF SECURITIES

653,006 shares of Class "A" common stock of the Company, par value
$.001 per share, have been reserved for issuance pursuant to Mr. Cline's
Deferred Compensation Agreement and Stock Sale Lock-Up Agreement, 354,240
shares of Class "A" common stock of the Company, par value $.001 per share,
have been reserved for issuance pursuant to Mr. Gazzola's Deferred
Compensation Agreement and Stock Sale Lock-Up Agreement, 323,185 shares of
Class "A" common stock of the Company, par value $.001 per share, have been
reserved for issuance pursuant to Mr. Herrington's Deferred Compensation
Agreement and Stock Sale Lock-Up Agreement, 182,964 shares of Class "A" common
stock of the Company, par value $.001 per share, have been reserved for
issuance pursuant to Mr. Josserand's Deferred Compensation Agreement and Stock
Sale Lock-Up Agreement, 316,115 shares of Class "A" common stock of the
Company, par value $.001 per share, have been reserved for issuance pursuant to
Mr. Pyles' Deferred Compensation Agreement and Stock Sale Lock-Up Agreement,
376,248 shares of Class "A" common stock of the Company, par value $.001 per
share, have been reserved for issuance pursuant to Ms. Fleming's Deferred
Compensation Agreement and Stock Sale Lock-Up Agreement, 1,370,254 shares of
Class "A" common stock of the Company, par value $.001 per share, have been
reserved for issuance pursuant to Mr. Justice's

-3-
<PAGE> 4
Deferred Compensation Agreement and Promissory Notes, and 150,000 shares of
Class "A" common stock of the Company, par value $.001 per share, have been
reserved for issuance pursuant to Mr. Moran's Consulting Agreement, for a total
of 3,726,012 shares. Shares issued are fully paid and nonassessable shares.
The shares of Class "A" common stock may not be divided into classes and may
not be issued in series. No shares carry a pre-emptive or other right to
purchase, subscribe for or take part of any securities of the Company issued by
it. No shares have a right to cumulate votes for directors. Each outstanding
share is entitled to one vote, in person or by proxy, on each matter submitted
to a vote at a meeting of the stockholders. No shares have any rights of
priority with regard to any dividends or other distributions which may be
declared or become payable to shareholders. The Board of Directors may, in its
sole discretion, declare dividends to be paid out of legally available surplus.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Nevada Revised Statutes Section 78.751 and Article VII of the
Company's Bylaws provide the Company with powers and authority to indemnify its
directors and officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

ITEM 9. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in
the information set forth in the registration
statement.

-4-
<PAGE> 5
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration fee" table in the effective registration
statement;

(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;

provided, however, that the undertakings set forth in
paragraph (i) and (ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.

(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers, and controlling persons of the registrant pursuant to
the provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that

-5-
<PAGE> 6
a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer, on controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel that matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

-6-
<PAGE> 7
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Mineral Wells, State of Texas, on May 5, 1998.

LONE STAR INTERNATIONAL
ENERGY, INC.

By: /s/ RICHARD BAKER
---------------------------
Richard Baker
President

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

SIGNATURE TITLE DATE

/s/ RICHARD BAKER President & Director
- -------------------------- May 5, 1998
Richard Baker

/s/ CECIL E. JUSTICE Chairman & Director
- -------------------------- May 5, 1998
Cecil E. Justice

/s/ DON R. PYLES General Counsel, Secretary &
- -------------------------- Director May 5, 1998
Don R. Pyles

/s/ HENRY T. GEORGE Director
- -------------------------- May 5, 1998
Henry T. George

-7-
<PAGE> 8
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
------
<S> <C>
*4.1- Articles of Incorporation of Lone Star Energy, Inc.

*4.2- Bylaws of Lone Star Energy, Inc.

10.1- Deferred Compensation Agreement and Stock Sale Lock-Up Agreement (William D. Josserand, Jr.)

10.2- Deferred Compensation Agreement and Stock Sale Lock-Up Agreement (Calvin D. Cline)

10.3- Deferred Compensation Agreement and Stock Sale Lock-Up Agreement (Don R. Pyles)

10.4- Deferred Compensation Agreement and Stock Sale Lock-Up Agreement (Michael D. Herrington)

10.5- Deferred Compensation Agreement and Stock Sale Lock-Up Agreement (Richard P. Gazzola)

10.6- Deferred Compensation Agreement and Stock Sale Lock-Up Agreement (Paula Fleming)

10.7- Deferred Compensation Agreement and Promissory Notes (C.E. Justice)

10.8- Consulting Agreement (John Moran)

5- Opinion of Michener Larimore Swindle Whitaker Flowers Sawyer
Reynolds & Chalk, L.L.P.

24.1- Consent of Davis, Kinard & Co., P.C.

24.2- Consent of Michener Larimore Swindle Whitaker Flowers Sawyer
Reynolds & Chalk, L.L.P. (incorporated in Exhibit 5)

</TABLE>

* Previously filed as the same exhibit number with the Company's Registration
Statement on Form 10-KSB for the year ending December 31, 1995, and
incorporated herein by reference.

-8-

<PAGE> 1

Exhibit 5

Opinion of
Michener Larimore Swindle Whitaker
Flowers Sawyer Reynolds & Chalk, L.L.P.

<PAGE> 2
(817) 878-0530 Refer to File No.

May 4, 1998

Lone Star International Energy, Inc.
528 Grant Road
Mineral wells, Texas 76067

Re: Deferred Compensation Agreement and Stock Sale Lock-Up
Agreement (William D. Josserand, Jr.)
Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
(Calvin D. Cline)
Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
(Don R. Pyles)
Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
(Michael D. Herrington)
Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
(Richard P. Gazzola)
Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
(Paula Fleming)
Deferred Compensation Agreement and Promissory Notes (C.E. Justice)
April 1, 1998 Consulting Agreement (John Moran)
(collectively the "Plans)

Gentlemen:

As set forth in the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Lone Star International Energy, Inc.,
a Nevada corporation formerly known as Cumberland Companies (the "Company"),
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), relating to 3,726,012 shares
of common stock, $.001 par value, of the Company (the "Common Stock"), to be
issued from time to time pursuant to the above-referenced Plans, certain legal
matters in connection with the Common Stock are being passed upon for you by
us. At your request, this opinion* is being furnished to you for filing as
Exhibit 5 to the Registration Statement.

The Plans provide for the issuance to certain individuals named therein
of shares of common stock of the Company in exchange for employment and
professional services rendered by them as described therein. As used herein,
the term "Shares" shall mean the Shares issuable to such individuals.

<PAGE> 3
Lone Star International Energy, Inc.
May 4, 1998
Page 2

In our capacity as your counsel in connection referred to above, we
have examined the Plans, the Company's Articles of Incorporation, and its
Bylaws, each as amended to date, and have examined the originals, or copies
certified or otherwise identified, of corporate records of the Company,
including minute books of the Company as furnished to us by the Company,
certificates of public officials and of representatives of the Company,
statutes and other instruments or documents, a basis for the opinions
hereinafter expressed.

We have assumed that all signatures on all documents examined by us are
genuine, that all documents submitted to us as originals are accurate and
complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof and that all information submitted to us was
accurate and complete.

Based upon our examination as aforesaid and subject to assumptions,
limitations and qualifications set forth herein, we are of the opinion that:

1. The Company is a corporation duly organized and validly
existing in good standing under the laws of the State of Nevada.

2. Upon the issuance and delivery of such Shares upon the
receipt of the consideration stated in the Plans, such Shares will be
validly issued, fully paid and nonassessable.

We do not express any opinion herein on any other respect of the
Shares, the effect of any equitable principles or fiduciary considerations
relating to the adoption of the Plans or the issuance of the Shares, or the
enforceability of any particular provisions of the Plans.

The opinions set forth above are limited in all respects to matters of
Nevada law as in effect on the date hereof.

We consent to the inclusion in the Registration Statement (Form S-8)
pertaining to the Plans, of this opinion.

Very truly yours,

/s/ Wayne M. Whitaker, Partner

Wayne M. Whitaker, Partner

<PAGE> 1
Exhibit 10.1

Deferred Compensation Agreement
and Stock Sale Lock-Up Agreement (William D. Josserand, Jr.)
<PAGE> 2
DEFFERED COMPENSATION AGREEMENT

This Agreement is entered into by and between Lone Star International
Energy, Inc., hereinafter referred to as "Employer", and William D. Josserand,
Jr., 921 Meadowlark Drive, Stephenville, TX 76401, hereinafter referred to as
"Employee", to be effective as of January 7, 1997.

WHEREAS, effective January 7, 1997, Employee commenced employment with
Employer pursuant to an Employment Contract, the terms of which are
incorporated herein by this reference; and,

WHEREAS, the Parties agree that said Employment Contract provides for
a compensation level for Employee in the amount of $120,000.00 per annum; and,

WHEREAS, the Parties agree that Employer is unable to meet the full
compensation level provided in the Employment Contract, and Employee
acknowledges that this fact was know and accepted by Employee at the time said
contract was negotiated and entered into; and,

WHEREAS, the Parties wish to define the actual cash compensation that
will be paid to Employee, and to provide the terms for the deferral of a
portion of the compensation required under the Employment Contract.

NOW THEREFORE, the Parties hereto agree as follows:

Employer agrees to pay and Employee agrees to accept as the cash portion of the
compensation, the total of $73,450.00 annually, to be paid in twenty-four (24)
payments of $3,060.42.00 each. Said payments are to made in arrears, in
accordance with Employer's normal and customary payroll periods of the 1st and
15th of each month, commencing in January 1997.

The balance of the compensation required under the Employment Contract, being a
total of $46,550.00 shall be deferred by Employee, with the obligation of
Employer being evidenced by a Note, the form and substance of which is attached
hereto as Exhibit "A". The Note covering such deferred compensation shall be
issued to Employee at the end of each calendar year, representing the total
amount deferred during the Employer's annual accounting period.

It is understood by the Parties, that at such time, and in the event Employer
is able to pay the total compensation required under the Employment Contract,
the cash compensation may be increased in order to comply with such agreement.
The Employee may, however, with the consent of Employer elect to continue the
deferral of all or any portion of the required compensation, and to continue to
accept a Note Payable by Employer as described herein.
<PAGE> 3
This Agreement shall be deemed an addendum to the Employment Contract between
the Parties, and shall be incorporated therein by this reference. This
Agreement may also be amended from time to time to reflect increases in the
cash portion of the compensation as may be agreed by the parties.

The laws of the State of Texas shall govern this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement to become
effective as herein above first mentioned.

EMPLOYER

Lone Star International Energy, Inc.

-------------------------------------
C. E. Justice, Chairman

EMPLOYEE

-------------------------------------
William D. Josserand, Jr.

<PAGE> 4
ADDENDUM TO DEFERRED COMPENSATION AGREEMENT

This Addendum is being entered into between Lone Star International
Energy, Inc. ("Employer") and William D. Josserand, Jr. ("Employee"), to be
effective for all purposes as of January 1, 1998.

RECITALS

WHEREAS, the parties hereto entered into a Deferred Compensation
Agreement effective as of January 7, 1997, whereby the Employee agreed to defer
a portion of the compensation due pursuant to an Employment Contract with
Employer; and,

WHEREAS, the Deferred Compensation Agreement referenced herein covered
the compensation period of 1997, and the Parties wish to amend the Agreement so
as to provide for the deferred amounts for the 1998 compensation period of the
Employment Contract.

NOW THEREFORE, the Parties hereby agree as follows:

Commencing January 1, 1998 and continuing on a month to month basis until
further amended by mutual agreement of the parties, Employee agrees to accept a
total of $7,000.00 per month payable in equal payments on the 1st and 15th of
each month, and to defer the balance of $3,500.00 per month as required under
the subject Employment Contract.

As required by the referenced Deferred Compensation Agreement, the deferred
compensation as stipulated in paragraph 1 shall be evidenced by a Note Payable
with interest, to be executed by the Employer in favor of the Employee on a
quarterly basis.

All other terms and provisions of the subject Deferred Compensation Agreement
shall remain in full force and effect.

This Addendum shall be attached to and become a part of the Deferred
Compensation Agreement upon execution by the Parties.

IN WITNESS WHEREOF, the parties have executed this Addendum to become effective
as of January 1, 1998.

Lone Star International Energy, Inc. Employee:

- ------------------------------------- ------------------------------
C. E. Justice William D. Josserand, Jr.
Chairman, CEO
<PAGE> 5
STOCK SALE LOCK-UP AGREEMENT

This Agreement is entered into by and between Lone Star International
Energy, Inc., 528 Grant Road, Mineral Wells, Texas 76067 (hereinafter referred
to as "Lone Star"), and William D. Josserand, Jr., (hereinafter referred to as
"Employee"), to be effective as hereinafter stipulated.

RECITALS

WHEREAS, Lone Star is the maker of certain Note(s) Payable to Employee,
representing a portion of Employee's salary compensation that by prior agreement
was deferred, with said deferred salary incurring interest also payable to
Employee; and,

WHEREAS, Lone Star is currently carrying the Note(s) Payable to
Employee as a long term liability of the company reflected in its audited
financial statements; and,

WHEREAS, Lone Star desires to clear all or a portion of its long term
debt as reflected in its audited financial statements, but is currently unable
to meet the cash requirements necessary to pay the referenced Note(s) Payable;
and,

WHEREAS, Employee desires to assist Lone Star in eliminating portions
of its long term debt, and is confident in the direction and development of the
company to the extent Employee is willing to liquidate the Note(s) Payable for
common stock rather than cash.

NOW THEREFORE, in consideration of the benefits to be derived by the
Parties hereto, it is agreed as follows:

1. Lone Star agrees to issue to Employee the total of 182,964
shares of its common stock as full and complete satisfaction
of the Note(s) Payable attached hereto as an Exhibit, and
incorporated herein by this reference.

2. Lone Star agrees to prepare and secure the registration of the
common stock hereby issued through the utilization of an S-8
Registration as allowed under the Securities Exchange Act and
the corresponding Rules and Regulations of the Securities
Exchange Commission. Upon completion of said S-8 Registration,
the shares of common stock will be free trading, with no
further restrictions except as contained herein.

3. Lone Star acknowledges that its has obtained the requisite
Board of Directors approval to enter into this Agreement and
to issue the subject shares of common stock and to register
the same pursuant to an S-8 Registration.

4. Employee agrees that upon receipt of the common stock in lieu
of cash settlement of the Note(s) Payable, he will not attempt
to liquidate the shares into the market except as follows:
<PAGE> 6

a. Employee agrees to hold all shares received hereunder
for a period of sixty (60) days from the date of
issue.

b. After the initial 60 day holding period, an amount of
such shares as may be necessary to satisfy cash
requirements for any income tax liability that may be
incurred as a result of this transaction.

c. After the initial 60 day holding period, not more
than One Quarter (1/4) of the total amount of shares
issued hereunder in any given calendar quarter after
expiration of the holding period.

5. Notwithstanding the foregoing, Employee agrees that prior to
any proposed sale of the shares of common stock subject to
this Agreement, either into the public market or through a
private transaction, he will notify Lone Star of his intent to
sell. Such notice to include the total number of shares
proposed for sale together with the share price per share for
the transaction. Upon receipt of the notice of intent to sell
from Employee, Employee agrees to give Lone Star the option
for 72 hours to match the terms of the proposed sale and
redeem the subject shares for retirement by the company. After
the expiration of the 72-hour option period, if Lone Star has
not elected to match the sale terms, the Employee may either
complete the proposed sale or retain the shares at his sole
election.

6. After the expiration of one year from the end of the 60
holding period referenced in paragraph 4 above, the Parties
agree that all restrictions as to volume limits on the sale of
the subject shares shall expire. Thereafter, Employee may
dispose of all remaining shares at his sole discretion.
Employee does however, confirm that the notice and option
provisions described in paragraph 5 shall remain in effect for
so long as Employee remains in the employment of Lone Star or
one of its subsidiaries.

7. The laws of the State of Texas shall govern this Agreement,
and any disputes that may arise shall be submitted to
arbitration with venue in Tarrant County, Texas. The Parties
agree that any ruling made through the arbitration procedures
in effect in Tarrant County, Texas shall be binding so as to
resolve any matters in controversy.

2
<PAGE> 7

IN WITNESS WHEREOF, the parties have executed this Agreement on the
dates so indicated, to be effective for all purposes as of April 1, 1998.

Lone Star International Energy, Inc.

/s/ Richard Baker, President
Date: April 22, 1998

Employee:

/s/ William D. Josserand, Jr.
Date: April 23, 1998

3
<PAGE> 8

PROMISSORY NOTE

WEATHERFORD, TEXAS DECEMBER 31, 1997

For value received, the undersigned, LONE STAR INTERNATIONAL ENERGY,
INC., 200 Palo Pinto, Suite 108, Weatherford, Texas 76086, hereinafter referred
to as "Maker", promises to pay William D. Josserand, Jr. hereinafter referred to
as "Holder", the sum of Forty Six Thousand Five Hundred and Fifty Dollars
($46,550.00), in lawful and legal tender of the United States of America,
payable as stated hereinbelow:

1. Payment is due and payable on or before December 30, 1998, unless
extended by Holder. Any such extension to be evidenced in writing and
executed by Holder.

2. This Promissory Note shall bear interest at the rate of Eight and One
Quarter Percent (8 1/4%) per annum.

3. There shall be no prepayment penalty should Maker elect to discharge
this note prior to maturity.

4. Holder has the exclusive option to elect to take (a) cash payment in
full (b) restricted common stock of Maker in lieu of cash, or (c) a
combination of cash and restricted common stock as satisfaction of this
note. In the event Holder elects to take all or partial payment in
restricted common stock of Maker, said stock shall be valued for
purposes of this note, at fifty percent (50%) of the closing bid price
for such shares, as quoted on the publicly traded market for which said
shares are listed.

IN WITNESS WHEREOF, the undersigned has executed this note to be
effective as of the date first above written.

Lone Star International Energy, Inc.

/s/ Michael D. Herrington
Chief Financial Officer

<PAGE> 9

PROMISSORY NOTE

MINERAL WELLS, TEXAS MARCH 31, 1998

For value received, the undersigned, LONE STAR INTERNATIONAL ENERGY, INC., 528
Grant Road, Mineral Wells, Texas 76067, hereinafter referred to as "Maker",
promises to pay William D. Josserand Jr., hereinafter referred to as "Holder",
the sum of Ten Thousand Five Dollars ($10,500.00), in lawful and legal tender of
the United States of America, payable as stated hereinbelow:

1. Payment is due and payable on or before December 30, 1998, unless
extended by holder. Any such extension to be evidenced in writing and
executed by Holder.

2. This Promissory Note shall bear interest at the rate of Eight and One
Quarter Percent (8 1/4%) per annum.

3. There shall be no prepayment penalty should Maker elect to discharge
this note prior to maturity.

4. Holder has the exclusive option to elect to take (a) cash payment in
full (b) restricted common stock of the Maker in lieu of cash, or (c) a
combination of cash and restricted common stock as satisfaction of this
note. In the event Holder elects to take all or partial payment in
restricted common stock of Maker, said stock shall be valued for
purposes of this note, at fifty percent (50%) of the closing bid price
for such shares, as quoted on the publicly traded market for which said
shares are listed.

IN WITNESS WHEREOF, the undersigned has executed this note to be
effective as of the date first above written.

Lone Star International Energy, Inc.

/s/ Michael D. Herrington
Chief Financial Officer

<PAGE> 1
Exhibit 10.2

Deferred Compensation Agreement
and Stock Sale Lock-Up Agreement (Calvin D. Cline)

<PAGE> 2

DEFFERED COMPENSATION AGREEMENT

This Agreement is entered into by and between Lone Star International
Energy, Inc., hereinafter referred to as "Employer", and Calvin D. Cline, 220
Kelly Brook, Weatherford, TX 76086, hereinafter referred to as "Employee", to be
effective as of April 7, 1997.

WHEREAS, effective April 7, 1997, Employee commenced employment with
Employer pursuant to an Employment Contract, the terms of which are incorporated
herein by this reference; and,

WHEREAS, the Parties agree that said Employment Contract provides for a
compensation level for Employee in the amount of $250,000.00 per annum; and,

WHEREAS, the Parties wish to define the actual cash compensation that
will be paid to Employee, and to provide the terms for the deferral of a portion
of the compensation required under the Employment Contract.

NOW THEREFORE, the Parties hereto agree as follows:

Employer agrees to pay and Employee agrees to accept as the cash portion of the
compensation, the total of $82,819.47 annually, to be paid in eighteen (18)
payments of $4,601.81 each. Said payments are to made in arrears, in accordance
with Employer's normal and customary payroll periods of the 1st and 15th of each
month, commencing in April 1997.

The balance of the compensation required under the Employment Contract, being a
total of $167,180.53 shall be deferred by Employee, with the obligation of
Employer being evidenced by a Note, the form and substance of which is attached
hereto as Exhibit "A". The Note covering such deferred compensation shall be
issued to Employee at the end of each calendar year, representing the total
amount deferred during the Employer's annual accounting period.

This Agreement shall be deemed an addendum to the Employment Contract between
the Parties, and shall be incorporated therein by this reference. This Agreement
may also be amended from time to time to reflect increases in the cash portion
of the compensation as may be agreed by the parties.

The laws of the State of Texas shall govern this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement to become effective
as herein above first mentioned.

EMPLOYER

Lone Star International Energy, Inc.

-----------------------------------------
C. E. Justice, Chairman

EMPLOYEE

------------------------------------
Calvin D. Cline

<PAGE> 4

ADDENDUM TO DEFERRED COMPENSATION AGREEMENT

This Addendum is being entered into between Lone Star International
Energy, Inc. ("Employer") and Calvin D. Cline ("Employee"), to be effective for
all purposes as of January 1, 1998.

RECITALS

WHEREAS, the parties hereto entered into a Deferred Compensation
Agreement effective as of April 7, 1997, whereby the Employee agreed to defer a
portion of the compensation due pursuant to an Employment Contract with
Employer; and,

NOW THEREFORE, the Parties hereby agree as follows:

1. Commencing January 1, 1998 and continuing on a month to month
basis until further amended by mutual agreement of the
parties, Employee agrees to accept a total of $8,333.34 per
month payable in equal payments on the 1st and 15th of each
month, and to defer the balance of $12,499.99 per month as
required under the subject Employment Contract.

2. As required by the referenced Deferred Compensation Agreement,
the deferred compensation as stipulated in paragraph 1 shall
be evidenced by a Note Payable with interest, to be executed
by the Employer in favor of the Employee on a quarterly basis.

3. All other terms and provisions of the subject Deferred
Compensation Agreement shall remain in full force and effect.

4. This Addendum shall be attached to and become a part of the
Deferred Compensation Agreement upon execution by the Parties.

IN WITNESS WHEREOF, the parties have executed this Addendum to become
effective as of January 1, 1998.

Lone Star International Energy, Inc. Employee:

- ------------------------------ ---------------------
C. E. Justice Calvin D. Cline
Chairman, CEO

<PAGE> 5

STOCK SALE LOCK-UP AGREEMENT

This Agreement is entered into by and between Lone Star International
Energy, Inc., 528 Grant Road, Mineral Wells, Texas 76067 (hereinafter referred
to as "Lone Star"), and Calvin D. Cline, (hereinafter referred to as
"Employee"), to be effective as hereinafter stipulated.

RECITALS

WHEREAS, Lone Star is currently carrying the Note(s) Payable to
Employee as a long term liability of the company reflected in its audited
financial statements; and,

NOW THEREFORE, in consideration of the benefits to be derived by the
Parties hereto, it is agreed as follows:

1. Lone Star agrees to issue to Employee the total of 653,006
shares of its common stock as full and complete satisfaction
of the Note(s) Payable attached hereto as an Exhibit, and
incorporated herein by this reference.

4. Employee agrees that upon receipt of the common stock in lieu
of cash settlement of the Note(s) Payable, he will not attempt
to liquidate the shares into the market except as follows:
<PAGE> 6

a. Employee agrees to hold all shares received hereunder
for a period of sixty (60) days from the date of
issue.

c. After the initial 60 day holding period, not more
than One Quarter (1/4) of the total amount of shares
issued hereunder in any given calendar quarter after
expiration of the holding period.

2
<PAGE> 7

IN WITNESS WHEREOF, the parties have executed this Agreement on the
dates so indicated, to be effective for all purposes as of April 1, 1998.

Lone Star International Energy, Inc.

/s/ Richard Baker, President
Date: April 22, 1998

Employee:

/s/ Calvin D. Cline
Date: April 23, 1998

3
<PAGE> 8

PROMISSORY NOTE

WEATHERFORD, TEXAS DECEMBER 31, 1997

For value received, the undersigned, LONE STAR INTERNATIONAL ENERGY,
INC., 200 Palo Pinto, Suite 108, Weatherford, Texas 76086, hereinafter referred
to as "Maker", promises to pay Calvin D. Cline, hereinafter referred to as
"Holder", the sum of One Hundred Sixty Seven Thousand, One Hundred and Eighty
One Dollars ($167,181.00), in lawful and legal tender of the United States of
America, payable as stated hereinbelow:

1. Payment is due and payable on or before December 30, 1998, unless
extended by Holder. Any such extension to be evidenced in writing and
executed by Holder.

2. This Promissory Note shall bear interest at the rate of Eight and One
Quarter Percent (8 1/4%) per annum.

3. There shall be no prepayment penalty should Maker elect to discharge
this note prior to maturity.

IN WITNESS WHEREOF, the undersigned has executed this note to be
effective as of the date first above written.

Lone Star International Energy, Inc.

/s/ Michael D. Herrington
Chief Financial Officer

<PAGE> 9

PROMISSORY NOTE

MINERAL WELLS, TEXAS MARCH 31, 1998

For value received, the undersigned, LONE STAR INTERNATIONAL ENERGY, INC., 528
Grant Road, Mineral Wells, Texas 76067, hereinafter referred to as "Maker",
promises to pay Calvin D. Cline, hereinafter referred to as "Holder", the sum of
Thirty Seven Thousand, Four Hundred and Ninety Nine Dollars and Ninety Eight
Cents ($37,499.98), in lawful and legal tender of the United States of America,
payable as stated hereinbelow:

1. Payment is due and payable on or before December 30, 1998, unless
extended by holder. Any such extension to be evidenced in writing and
executed by Holder.

2. This Promissory Note shall bear interest at the rate of Eight and One
Quarter Percent (8 1/4%) per annum.

3. There shall be no prepayment penalty should Maker elect to discharge
this note prior to maturity.

IN WITNESS WHEREOF, the undersigned has executed this note to be
effective as of the date first above written.

Lone Star International Energy, Inc.

/s/ Michael D. Herrington
Chief Financial Officer

<PAGE> 1
Exhibit 10.3

Deferred Compensation Agreement
and Stock Sale Lock-Up Agreement (Don R. Pyles)

<PAGE> 2

DEFFERED COMPENSATION AGREEMENT

This Agreement is entered into by and between Lone Star International
Energy, Inc., hereinafter referred to as "Employer", and Don R. Pyles, 4287-A
Beltline Road, # 158, Dallas, TX 75244, hereinafter referred to as "Employee",
to be effective as of January 7, 1997.

WHEREAS, effective January 7, 1997, Employee commenced employment with
Employer pursuant to an Employment Contract, the terms of which are incorporated
herein by this reference; and,

WHEREAS, the Parties agree that said Employment Contract provides for a
compensation level for Employee in the amount of $150,000.00 per annum, with
annual increases in salary of $25,000.00 per year for the five year term
thereof; and,

WHEREAS, the Parties wish to define the actual cash compensation that
will be paid to Employee, and to provide the terms for the deferral of a portion
of the compensation required under the Employment Contract.

NOW THEREFORE, the Parties hereto agree as follows:

Employer agrees to pay and Employee agrees to accept as the cash portion of the
compensation, the total of $64,430.00 annually, to be paid in twelve (12)
payments of $5,369.16 each. Said payments are to made in arrears, in accordance
with Employer's normal and customary payroll periods of the 1st and 15th of each
month, commencing in July, 1997.

The balance of the compensation required under the Employment Contract, being a
total of $85,570.00 shall be deferred by Employee, with the obligation of
Employer being evidenced by a Note, the form and substance of which is attached
hereto as Exhibit "A". The Note covering such deferred compensation shall be
issued to Employee at the end of each calendar year, representing the total
amount deferred during the Employer's annual accounting period.

<PAGE> 3

The laws of the State of Texas shall govern this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement to become effective
as herein above first mentioned.

EMPLOYER

Lone Star International Energy, Inc.

-----------------------------------------
C. E. Justice, Chairman

EMPLOYEE

------------------------------------
Don R. Pyles

<PAGE> 4

ADDENDUM TO DEFERRED COMPENSATION AGREEMENT

This Addendum is being entered into between Lone Star International
Energy, Inc. ("Employer") and Don R. Pyles ("Employee"), to be effective for all
purposes as of January 1, 1998.

RECITALS

NOW THEREFORE, the Parties hereby agree as follows:

Commencing January 1, 1998 and continuing on a month to month basis until
further amended by mutual agreement of the parties, Employee agrees to accept a
total of $10,580.00 per month payable in equal payments on the 1st and 15th of
each month, and to defer the balance of $4,003.33 per month as required under
the subject Employment Contract.

All other terms and provisions of the subject Deferred Compensation Agreement
shall remain in full force and effect.

This Addendum shall be attached to and become a part of the Deferred
Compensation Agreement upon execution by the Parties.

IN WITNESS WHEREOF, the parties have executed this Addendum to become effective
as of January 1, 1998.

Lone Star International Energy, Inc. Employee:

- ------------------------------ ---------------------
C. E. Justice Don R. Pyles
Chairman, CEO

<PAGE> 5

STOCK SALE LOCK-UP AGREEMENT

This Agreement is entered into by and between Lone Star International
Energy, Inc., 528 Grant Road, Mineral Wells, Texas 76067 (hereinafter referred
to as "Lone Star"), and Don R. Pyles, (hereinafter referred to as "Employee"),
to be effective as hereinafter stipulated.

RECITALS

WHEREAS, Lone Star is currently carrying the Note(s) Payable to
Employee as a long term liability of the company reflected in its audited
financial statements; and,

NOW THEREFORE, in consideration of the benefits to be derived by the
Parties hereto, it is agreed as follows:

1. Lone Star agrees to issue to Employee the total of 316,115
shares of its common stock as full and complete satisfaction
of the Note(s) Payable attached hereto as an Exhibit, and
incorporated herein by this reference.

4. Employee agrees that upon receipt of the common stock in lieu
of cash settlement of the Note(s) Payable, he will not attempt
to liquidate the shares into the market except as follows:
<PAGE> 6

a. Employee agrees to hold all shares received hereunder
for a period of sixty (60) days from the date of
issue.

c. After the initial 60 day holding period, not more
than One Quarter (1/4) of the total amount of shares
issued hereunder in any given calendar quarter after
expiration of the holding period.

2
<PAGE> 7

IN WITNESS WHEREOF, the parties have executed this Agreement on the
dates so indicated, to be effective for all purposes as of April 1, 1998.

Lone Star International Energy, Inc.

/s/ Richard Baker, President
Date: April 22, 1998

Employee:

/s/ Don R. Pyles
Date: April 23, 1998

3
<PAGE> 8

PROMISSORY NOTE

WEATHERFORD, TEXAS DECEMBER 31, 1997

For value received, the undersigned, LONE STAR INTERNATIONAL ENERGY,
INC., 200 Palo Pinto, Suite 108, Weatherford, Texas 76086, hereinafter referred
to as "Maker", promises to pay Don R. Pyles, hereinafter referred to as
"Holder", the sum of Eighty Five Thousand, Five Hundred and Seventy Dollars
($85,570.00), in lawful and legal tender of the United States of America,
payable as stated hereinbelow:

1. Payment is due and payable on or before December 30, 1998, unless
extended by Holder. Any such extension to be evidenced in writing and
executed by Holder.

2. This Promissory Note shall bear interest at the rate of Eight and One
Quarter Percent (8 1/4%) per annum.

3. There shall be no prepayment penalty should Maker elect to discharge
this note prior to maturity.

IN WITNESS WHEREOF, the undersigned has executed this note to be
effective as of the date first above written.

Lone Star International Energy, Inc.

/s/ Michael D. Herrington
Chief Financial Officer

<PAGE> 9

PROMISSORY NOTE

MINERAL WELLS, TEXAS MARCH 31, 1998

For value received, the undersigned, LONE STAR INTERNATIONAL ENERGY, INC., 528
Grant Road, Mineral Wells, Texas 76067, hereinafter referred to as "Maker",
promises to pay Don R. Pyles, hereinafter referred to as "Holder", the sum of
Twelve Thousand and Ten Dollars ($12,010.00), in lawful and legal tender of the
United States of America, payable as stated hereinbelow:

1. Payment is due and payable on or before December 30, 1998, unless
extended by holder. Any such extension to be evidenced in writing and
executed by Holder.

2. This Promissory Note shall bear interest at the rate of Eight and One
Quarter Percent (8 1/4%) per annum.

3. There shall be no prepayment penalty should Maker elect to discharge
this note prior to maturity.

IN WITNESS WHEREOF, the undersigned has executed this note to be
effective as of the date first above written.

Lone Star International Energy, Inc.

/s/ Michael D. Herrington
Chief Financial Officer

<PAGE> 1
Exhibit 10.4

Deferred Compensation Agreement
and Stock Sale Lock-Up Agreement (Michael D. Herrington)

<PAGE> 2

DEFFERED COMPENSATION AGREEMENT

This Agreement is entered into by and between Lone Star International
Energy, Inc., hereinafter referred to as "Employer", and Michael D. Herrington,
P. O. Box 701 Breckenridge, TX 76424, hereinafter referred to as "Employee", to
be effective as of January 7, 1997.

WHEREAS, effective January 7, 1997, Employee commenced employment with
Employer pursuant to an Employment Contract, the terms of which are incorporated
herein by this reference; and,

WHEREAS, the Parties agree that said Employment Contract provides for a
compensation level for Employee in the amount of $120,000.00 per annum; and,

WHEREAS, the Parties wish to define the actual cash compensation that
will be paid to Employee, and to provide the terms for the deferral of a portion
of the compensation required under the Employment Contract.

NOW THEREFORE, the Parties hereto agree as follows:

Employer agrees to pay and Employee agrees to accept as the cash portion of the
compensation, the total of $38,958.34 annually, to be paid in twenty (20)
payments of $1,947.92 each. Said payments are to made in arrears, in accordance
with Employer's normal and customary payroll periods of the 1st and 15th of each
month, commencing in March, 1997.

The balance of the compensation required under the Employment Contract, being a
total of $81,041.66 shall be deferred by Employee, with the obligation of
Employer being evidenced by a Note, the form and substance of which is attached
hereto as Exhibit "A". The Note covering such deferred compensation shall be
issued to Employee at the end of each calendar year, representing the total
amount deferred during the Employer's annual accounting period.

The laws of the State of Texas shall govern this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement to become effective
as herein above first mentioned.

EMPLOYER

Lone Star International Energy, Inc.

-----------------------------------------
C. E. Justice, Chairman

EMPLOYEE

------------------------------------
Michael D. Herrington

<PAGE> 4

ADDENDUM TO DEFERRED COMPENSATION AGREEMENT

This Addendum is being entered into between Lone Star International
Energy, Inc. ("Employer") and Michael D. Herrington ("Employee"), to be
effective for all purposes as of January 1, 1998.

RECITALS

NOW THEREFORE, the Parties hereby agree as follows:

Commencing January 1, 1998 and continuing on a month to month basis until
further amended by mutual agreement of the parties, Employee agrees to accept a
total of $3,750.00 per month payable in equal payments on the 1st and 15th of
each month, and to defer the balance of $6,750.00 per month as required under
the subject Employment Contract.

All other terms and provisions of the subject Deferred Compensation Agreement
shall remain in full force and effect.

This Addendum shall be attached to and become a part of the Deferred
Compensation Agreement upon execution by the Parties.

IN WITNESS WHEREOF, the parties have executed this Addendum to become effective
as of January 1, 1998.

Lone Star International Energy, Inc. Employee:

- ------------------------------ ---------------------
C. E. Justice Michael D. Herrington
Chairman, CEO

<PAGE> 5

STOCK SALE LOCK-UP AGREEMENT

This Agreement is entered into by and between Lone Star International
Energy, Inc., 528 Grant Road, Mineral Wells, Texas 76067 (hereinafter referred
to as "Lone Star"), and Michael D. Herrington, (hereinafter referred to as
"Employee"), to be effective as hereinafter stipulated.

RECITALS

WHEREAS, Lone Star is currently carrying the Note(s) Payable to
Employee as a long term liability of the company reflected in its audited
financial statements; and,

NOW THEREFORE, in consideration of the benefits to be derived by the
Parties hereto, it is agreed as follows:

1. Lone Star agrees to issue to Employee the total of 323,185
shares of its common stock as full and complete satisfaction
of the Note(s) Payable attached hereto as an Exhibit, and
incorporated herein by this reference.

4. Employee agrees that upon receipt of the common stock in lieu
of cash settlement of the Note(s) Payable, he will not attempt
to liquidate the shares into the market except as follows:
<PAGE> 6

a. Employee agrees to hold all shares received hereunder
for a period of sixty (60) days from the date of
issue.

c. After the initial 60 day holding period, not more
than One Quarter (1/4) of the total amount of shares
issued hereunder in any given calendar quarter after
expiration of the holding period.

2
<PAGE> 7

IN WITNESS WHEREOF, the parties have executed this Agreement on the
dates so indicated, to be effective for all purposes as of April 1, 1998.

Lone Star International Energy, Inc.

/s/ Richard Baker, President
Date: April 22, 1998

Employee:

/s/ Michael D. Herrington
Date: April 23, 1998

3
<PAGE> 8

PROMISSORY NOTE

WEATHERFORD, TEXAS DECEMBER 31, 1997

For value received, the undersigned, LONE STAR INTERNATIONAL ENERGY,
INC., 200 Palo Pinto, Suite 108, Weatherford, Texas 76086, hereinafter referred
to as "Maker", promises to pay Michael D. Herrington, hereinafter referred to as
"Holder", the sum of Eighty One Thousand, and Forty Two Dollars ($81,042.00), in
lawful and legal tender of the United States of America, payable as stated
hereinbelow:

1. Payment is due and payable on or before December 30, 1998, unless
extended by Holder. Any such extension to be evidenced in writing and
executed by Holder.

2. This Promissory Note shall bear interest at the rate of Eight and One
Quarter Percent (8 1/4%) per annum.

3. There shall be no prepayment penalty should Maker elect to discharge
this note prior to maturity.

IN WITNESS WHEREOF, the undersigned has executed this note to be
effective as of the date first above written.

Lone Star International Energy, Inc.

/s/ Don R. Pyles
Sr. VP, General Counsel

<PAGE> 9

PROMISSORY NOTE

MINERAL WELLS, TEXAS MARCH 31, 1998

For value received, the undersigned, LONE STAR INTERNATIONAL ENERGY, INC., 528
Grant Road, Mineral Wells, Texas 76067, hereinafter referred to as "Maker",
promises to pay Michael D. Herrington, hereinafter referred to as "Holder", the
sum of Twenty Thousand Two Hundred and Fifty Dollars ($22,250.00), in lawful and
legal tender of the United States of America, payable as stated hereinbelow:

1. Payment is due and payable on or before December 30, 1998, unless
extended by holder. Any such extension to be evidenced in writing and
executed by Holder.

2. This Promissory Note shall bear interest at the rate of Eight and One
Quarter Percent (8 1/4%) per annum.

3. There shall be no prepayment penalty should Maker elect to discharge
this note prior to maturity.

IN WITNESS WHEREOF, the undersigned has executed this note to be
effective as of the date first above written.

Lone Star International Energy, Inc.

/s/ Don R. Pyles
Sr. VP, General Counsel

<PAGE> 1
Exhibit 10.5

Deferred Compensation Agreement
and Stock Sale Lock-Up Agreement (Richard P. Gazzola)

<PAGE> 2

DEFFERED COMPENSATION AGREEMENT

This Agreement is entered into by and between Lone Star International
Energy, Inc., hereinafter referred to as "Employer", and Richard P. Gazzola, 315
E. Josephine, Weatherford, TX 76086, hereinafter referred to as "Employee", to
be effective as of March 1, 1997.

WHEREAS, effective March 1, 1997, Employee commenced employment with
Employer pursuant to an Employment Contract, the terms of which are incorporated
herein by this reference; and,

WHEREAS, the Parties agree that said Employment Contract provides for a
compensation level for Employee in the amount of $120,000.00 per annum; and,

WHEREAS, the Parties wish to define the actual cash compensation that
will be paid to Employee, and to provide the terms for the deferral of a portion
of the compensation required under the Employment Contract.

NOW THEREFORE, the Parties hereto agree as follows:

Employer agrees to pay and Employee agrees to accept as the cash portion of the
compensation, the total of $30,118.80 annually, to be paid in twenty (20)
payments of $1,505.94 each. Said payments are to made in arrears, in accordance
with Employer's normal and customary payroll periods of the 1st and 15th of each
month, commencing in March, 1997.

The balance of the compensation required under the Employment Contract, being a
total of $89,881.20 shall be deferred by Employee, with the obligation of
Employer being evidenced by a Note, the form and substance of which is attached
hereto as Exhibit "A". The Note covering such deferred compensation shall be
issued to Employee at the end of each calendar year, representing the total
amount deferred during the Employer's annual accounting period.

The laws of the State of Texas shall govern this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement to become effective
as herein above first mentioned.

EMPLOYER

Lone Star International Energy, Inc.

------------------------------
C. E. Justice, Chairman

EMPLOYEE

------------------------------
Richard P. Gazzola

<PAGE> 4

ADDENDUM TO DEFERRED COMPENSATION AGREEMENT

This Addendum is being entered into between Lone Star International
Energy, Inc. ("Employer") and Richard P. Gazzola ("Employee"), to be effective
for all purposes as of January 1, 1998.

RECITALS

WHEREAS, the parties hereto entered into a Deferred Compensation
Agreement effective as of March 1, 1997, whereby the Employee agreed to defer a
portion of the compensation due pursuant to an Employment Contract with
Employer; and,

NOW THEREFORE, the Parties hereby agree as follows:

Commencing January 1, 1998 and continuing on a month to month basis until
further amended by mutual agreement of the parties, Employee agrees to accept a
total of $3,500.00 per month payable in equal payments on the 1st and 15th of
each month, and to defer the balance of $7,000.00 per month as required under
the subject Employment Contract.

All other terms and provisions of the subject Deferred Compensation Agreement
shall remain in full force and effect.

This Addendum shall be attached to and become a part of the Deferred
Compensation Agreement upon execution by the Parties.

IN WITNESS WHEREOF, the parties have executed this Addendum to become effective
as of January 1, 1998.

Lone Star International Energy, Inc. Employee:

- ------------------------------ ---------------------
C. E. Justice Richard P. Gazzola
Chairman, CEO

<PAGE> 5

STOCK SALE LOCK-UP AGREEMENT

This Agreement is entered into by and between Lone Star International
Energy, Inc., 528 Grant Road, Mineral Wells, Texas 76067 (hereinafter referred
to as "Lone Star"), and Richard P. Gazzola, (hereinafter referred to as
"Employee"), to be effective as hereinafter stipulated.

RECITALS

WHEREAS, Lone Star is currently carrying the Note(s) Payable to
Employee as a long term liability of the company reflected in its audited
financial statements; and,

NOW THEREFORE, in consideration of the benefits to be derived by the
Parties hereto, it is agreed as follows:

1. Lone Star agrees to issue to Employee the total of 354,240
shares of its common stock as full and complete satisfaction
of the Note(s) Payable attached hereto as an Exhibit, and
incorporated herein by this reference.

4. Employee agrees that upon receipt of the common stock in lieu
of cash settlement of the Note(s) Payable, he will not attempt
to liquidate the shares into the market except as follows:
<PAGE> 6

a. Employee agrees to hold all shares received hereunder
for a period of sixty (60) days from the date of
issue.

c. After the initial 60 day holding period, not more
than One Quarter (1/4) of the total amount of shares
issued hereunder in any given calendar quarter after
expiration of the holding period.

2
<PAGE> 7

IN WITNESS WHEREOF, the parties have executed this Agreement on the
dates so indicated, to be effective for all purposes as of April 1, 1998.

Lone Star International Energy, Inc.

/s/ Richard Baker, President
Date: April 22, 1998

Employee:

/s/ Richard P. Gazzola
Date: April 23, 1998

3
<PAGE> 8

PROMISSORY NOTE

WEATHERFORD, TEXAS DECEMBER 31, 1997

For value received, the undersigned, LONE STAR INTERNATIONAL ENERGY,
INC., 200 Palo Pinto, Suite 108, Weatherford, Texas 76086, hereinafter referred
to as "Maker", promises to pay Richard P. Gazzola, hereinafter referred to as
"Holder", the sum of Eighty Nine Thousand, Eight Hundred and Eighty One Dollars
($89,881.00), in lawful and legal tender of the United States of America,
payable as stated hereinbelow:

1. Payment is due and payable on or before December 30, 1998, unless
extended by Holder. Any such extension to be evidenced in writing and
executed by Holder.

2. This Promissory Note shall bear interest at the rate of Eight and One
Quarter Percent (8 1/4%) per annum.

3. There shall be no prepayment penalty should Maker elect to discharge
this note prior to maturity.

IN WITNESS WHEREOF, the undersigned has executed this note to be
effective as of the date first above written.

Lone Star International Energy, Inc.

/s/ Michael D. Herrington
Chief Financial Officer

<PAGE> 9

PROMISSORY NOTE

MINERAL WELLS, TEXAS MARCH 31, 1998

For value received, the undersigned, LONE STAR INTERNATIONAL ENERGY, INC., 528
Grant Road, Mineral Wells, Texas 76067, hereinafter referred to as "Maker",
promises to pay Richard P. Gazzola, hereinafter referred to as "Holder", the sum
of Twenty One Thousand Dollars ($21,000.00), in lawful and legal tender of the
United States of America, payable as stated hereinbelow:

1. Payment is due and payable on or before December 30, 1998, unless
extended by holder. Any such extension to be evidenced in writing and
executed by Holder.

2. This Promissory Note shall bear interest at the rate of Eight and One
Quarter Percent (8 1/4%) per annum.

3. There shall be no prepayment penalty should Maker elect to discharge
this note prior to maturity.

IN WITNESS WHEREOF, the undersigned has executed this note to be
effective as of the date first above written.

Lone Star International Energy, Inc.

/s/ Michael D. Herrington
Chief Financial Officer

<PAGE> 1
Exhibit 10.6

Deferred Compensation Agreement
and Stock Sale Lock-Up Agreement (Paula Fleming)

<PAGE> 2

DEFFERED COMPENSATION AGREEMENT

This Agreement is entered into by and between Lone Star International
Energy, Inc., hereinafter referred to as "Employer", and Paula Fleming, 10651
Steppington, Suite 4058, Dallas, TX 75230-4660, hereinafter referred to as
"Employee", to be effective as of January 7, 1997.

WHEREAS, effective January 7, 1997, Employee commenced employment with
Employer pursuant to an Employment Contract, the terms of which are incorporated
herein by this reference; and,

WHEREAS, the Parties agree that said Employment Contract provides for a
compensation level for Employee in the amount of $120,000.00 per annum; and,

WHEREAS, the Parties wish to define the actual cash compensation that
will be paid to Employee, and to provide the terms for the deferral of a portion
of the compensation required under the Employment Contract.

NOW THEREFORE, the Parties hereto agree as follows:

Employer agrees to pay and Employee agrees to accept as the cash portion of the
compensation, the total of $15,625.00 annually, to be paid in six (6) payments
of $2,604.16 each. Said payments are to made in arrears, in accordance with
Employer's normal and customary payroll periods of the 1st and 15th of each
month, commencing in October 1997.

The balance of the compensation required under the Employment Contract, being a
total of $104,375.00 shall be deferred by Employee, with the obligation of
Employer being evidenced by a Note, the form and substance of which is attached
hereto as Exhibit "A". The Note covering such deferred compensation shall be
issued to Employee at the end of each calendar year, representing the total
amount deferred during the Employer's annual accounting period.

The laws of the State of Texas shall govern this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement to become effective
as herein above first mentioned.

EMPLOYER

Lone Star International Energy, Inc.

-----------------------------------------
C. E. Justice, Chairman

EMPLOYEE

------------------------------------
Paula Fleming

<PAGE> 4

ADDENDUM TO DEFERRED COMPENSATION AGREEMENT

This Addendum is being entered into between Lone Star International
Energy, Inc. ("Employer") and Paula Fleming ("Employee"), to be effective for
all purposes as of January 1, 1998.

RECITALS

NOW THEREFORE, the Parties hereby agree as follows:

Commencing January 1, 1998 and continuing on a month to month basis until
further amended by mutual agreement of the parties, Employee agrees to accept a
total of $6,250.00 per month payable in equal payments on the 1st and 15th of
each month, and to defer the balance of $4,250.00 per month as required under
the subject Employment Contract.

All other terms and provisions of the subject Deferred Compensation Agreement
shall remain in full force and effect.

This Addendum shall be attached to and become a part of the Deferred
Compensation Agreement upon execution by the Parties.

IN WITNESS WHEREOF, the parties have executed this Addendum to become effective
as of January 1, 1998.

Lone Star International Energy, Inc. Employee:

- ------------------------------ ---------------------
C. E. Justice Paula Fleming
Chairman, CEO

<PAGE> 5

STOCK SALE LOCK-UP AGREEMENT

This Agreement is entered into by and between Lone Star International
Energy, Inc., 528 Grant Road, Mineral Wells, Texas 76067 (hereinafter referred
to as "Lone Star"), and Paula Fleming, (hereinafter referred to as "Employee"),
to be effective as hereinafter stipulated.

RECITALS

WHEREAS, Lone Star is currently carrying the Note(s) Payable to
Employee as a long term liability of the company reflected in its audited
financial statements; and,

NOW THEREFORE, in consideration of the benefits to be derived by the
Parties hereto, it is agreed as follows:

1. Lone Star agrees to issue to Employee the total of 376,248
shares of its common stock as full and complete satisfaction
of the Note(s) Payable attached hereto as an Exhibit, and
incorporated herein by this reference.

4. Employee agrees that upon receipt of the common stock in lieu
of cash settlement of the Note(s) Payable, he will not attempt
to liquidate the shares into the market except as follows:
<PAGE> 6

a. Employee agrees to hold all shares received hereunder
for a period of sixty (60) days from the date of
issue.

c. After the initial 60 day holding period, not more
than One Quarter (1/4) of the total amount of shares
issued hereunder in any given calendar quarter after
expiration of the holding period.

2
<PAGE> 7

IN WITNESS WHEREOF, the parties have executed this Agreement on the
dates so indicated, to be effective for all purposes as of April 1, 1998.

Lone Star International Energy, Inc.

/s/ Richard Baker, President
Date: April 22, 1998

Employee:

/s/ Paula Fleming
Date: April 23, 1998

3
<PAGE> 8

PROMISSORY NOTE

WEATHERFORD, TEXAS DECEMBER 31, 1997

For value received, the undersigned, LONE STAR INTERNATIONAL ENERGY,
INC., 200 Palo Pinto, Suite 108, Weatherford, Texas 76086, hereinafter referred
to as "Maker", promises to pay Paula Fleming. hereinafter referred to as
"Holder", the sum of One Hundred and Four Thousand Three Hundred and
Seventy-Five Dollars ($104,375.00), in lawful and legal tender of the United
States of America, payable as stated hereinbelow:

1. Payment is due and payable on or before December 30, 1998, unless
extended by Holder. Any such extension to be evidenced in writing and
executed by Holder.

2. This Promissory Note shall bear interest at the rate of Eight and One
Quarter Percent (8 1/4%) per annum.

3. There shall be no prepayment penalty should Maker elect to discharge
this note prior to maturity.

IN WITNESS WHEREOF, the undersigned has executed this note to be
effective as of the date first above written.

Lone Star International Energy, Inc.

/s/ Michael D. Herrington
Chief Financial Officer

<PAGE> 9

PROMISSORY NOTE

MINERAL WELLS, TEXAS MARCH 31, 1998

For value received, the undersigned, LONE STAR INTERNATIONAL ENERGY, INC., 528
Grant Road, Mineral Wells, Texas 76067, hereinafter referred to as "Maker",
promises to pay Paula Fleming, hereinafter referred to as "Holder", the sum of
Twelve Thousand Seven Hundred and Fifty Dollars ($12,750.00), in lawful and
legal tender of the United States of America, payable as stated hereinbelow:

1. Payment is due and payable on or before December 30, 1998, unless
extended by holder. Any such extension to be evidenced in writing and
executed by Holder.

2. This Promissory Note shall bear interest at the rate of Eight and One
Quarter Percent (8 1/4%) per annum.

3. There shall be no prepayment penalty should Maker elect to discharge
this note prior to maturity.

IN WITNESS WHEREOF, the undersigned has executed this note to be
effective as of the date first above written.

Lone Star International Energy, Inc.

/s/ Michael D. Herrington
Chief Financial Officer

<PAGE> 1
Exhibit 10.7

Deferred Compensation Agreement
and Promissory Notes (C.E. Justice)

<PAGE> 2

DEFFERED COMPENSATION AGREEMENT

This Agreement is entered into by and between Lone Star International
Energy, Inc., hereinafter referred to as "Employer", and C. E. Justice, 103
Meadow Creek, Weatherford, TX 76086, hereinafter referred to as "Employee", to
be effective as of January 7, 1997.

WHEREAS, effective January 1, 1997, Employee commenced employment with
Employer pursuant to an Employment Contract, the terms of which are incorporated
herein by this reference; and,

WHEREAS, the Parties agree that said Employment Contract provides for a
compensation level for Employee in the amount of $350,000.00 per annum; and,

WHEREAS, the Parties wish to define the actual cash compensation that
will be paid to Employee, and to provide the terms for the deferral of a portion
of the compensation required under the Employment Contract.

NOW THEREFORE, the Parties hereto agree as follows:

Employer agrees to pay and Employee agrees to accept as the cash portion of the
compensation, the total of $16,472.88 annually, to be paid over the course of
the year as funds are available. Said payments are to made in arrears, in
accordance with Employer's normal and customary payroll periods of the 1st and
15th of each month, commencing in January 1997.

The balance of the compensation required under the Employment Contract, being a
total of $333,527.12 shall be deferred by Employee, with the obligation of
Employer being evidenced by a Note, the form and substance of which is attached
hereto as Exhibit "A". The Note covering such deferred compensation shall be
issued to Employee at the end of each calendar year, representing the total
amount deferred during the Employer's annual accounting period.

The laws of the State of Texas shall govern this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement to become effective
as herein above first mentioned.

EMPLOYER

Lone Star International Energy, Inc.

-----------------------------------------
Michael D. Herrington, CFO

EMPLOYEE

------------------------------------
C. E. Justice

<PAGE> 4

ADDENDUM TO DEFERRED COMPENSATION AGREEMENT

This Addendum is being entered into between Lone Star International
Energy, Inc. ("Employer") and C. E. Justice ("Employee"), to be effective for
all purposes as of January 1, 1998.

RECITALS

WHEREAS, the parties hereto entered into a Deferred Compensation
Agreement effective as of January 1, 1997, whereby the Employee agreed to defer
a portion of the compensation due pursuant to an Employment Contract with
Employer; and,

NOW THEREFORE, the Parties hereby agree as follows:

Commencing January 1, 1998 and continuing on a month to month basis until
further amended by mutual agreement of the parties, Employee agrees to accept a
total of $1,000.00 per month payable in equal payments on the 1st and 15th of
each month, and to defer the balance of $32,333.33 per month as required under
the subject Employment Contract.

All other terms and provisions of the subject Deferred Compensation Agreement
shall remain in full force and effect.

This Addendum shall be attached to and become a part of the Deferred
Compensation Agreement upon execution by the Parties.

IN WITNESS WHEREOF, the parties have executed this Addendum to become effective
as of January 1, 1998.

Lone Star International Energy, Inc. Employee:

- ------------------------------ ---------------------
Don R. Pyles C. E. Justice
General Counsel, Director

<PAGE> 5

PROMISSORY NOTE

WEATHERFORD, TEXAS DECEMBER 31, 1997

For value received, the undersigned, LONE STAR INTERNATIONAL ENERGY,
INC., 200 Palo Pinto, Suite 108, Weatherford, Texas 76086, hereinafter referred
to as "Maker", promises to pay Cecil E. Justice, hereinafter referred to as
"Holder", the sum of Three Hundred Thirty three Thousand, Five Hundred and
Twenty Seven Dollars ($333,527.00), in lawful and legal tender of the United
States of America, payable as stated hereinbelow:

1. Payment is due and payable on or before December 30, 1998, unless
extended by Holder. Any such extension to be evidenced in writing and
executed by Holder.

2. This Promissory Note shall bear interest at the rate of Eight and One
Quarter Percent (8 1/4%) per annum.

3. There shall be no prepayment penalty should Maker elect to discharge
this note prior to maturity.

IN WITNESS WHEREOF, the undersigned has executed this note to be
effective as of the date first above written.

Lone Star International Energy, Inc.

/s/ Michael D. Herrington
Chief Financial Officer

<PAGE> 6

PROMISSORY NOTE

MINERAL WELLS, TEXAS MARCH 31, 1998

For value received, the undersigned, LONE STAR INTERNATIONAL ENERGY, INC., 528
Grant Road, Mineral Wells, Texas 76067, hereinafter referred to as "Maker",
promises to pay C.E. Justice, hereinafter referred to as "Holder", the sum of
Ninety Seven Thousand Dollars ($97,000.00), in lawful and legal tender of the
United States of America, payable as stated hereinbelow:

1. Payment is due and payable on or before December 30, 1998, unless
extended by holder. Any such extension to be evidenced in writing and
executed by Holder.

2. This Promissory Note shall bear interest at the rate of Eight and One
Quarter Percent (8 1/4%) per annum.

3. There shall be no prepayment penalty should Maker elect to discharge
this note prior to maturity.

IN WITNESS WHEREOF, the undersigned has executed this note to be
effective as of the date first above written.

Lone Star International Energy, Inc.

/s/ Michael D. Herrington
Chief Financial Officer

<PAGE> 1
Exhibit 10.8

Consulting Agreement (John Moran)

<PAGE> 2

CONSULTING AGREEMENT

This Agreement is entered into this the 1st day of April 1998, by and
between Lone Star International Energy, Inc., ("Lone Star"), 528 Grant Road,
Mineral Wells, Texas 76067, and John T. Moran, ("Moran"), 62 SE 6th Avenue,
Delray Beach, Florida 33438.

RECITALS

WHEREAS, Lone Star is a public company with its stock trading on the
NASDAQ Bulletin Board under the symbol "LNST", and is engaged in the oil and gas
production and development business and through its wholly owned subsidiary,
Energy Reclaim Refrigeration, Inc. ("Energy"), in the development and
manufacturing of certain patented alternative energy devices; and,

WHEREAS, Moran is engaged in the private consulting business and has
over his career gained experience and knowledge in the public companies arena,
including funding, mergers and acquisitions, risk management, and securities
regulations; and,

WHEREAS, Lone Star wishes to retain the services of Moran to serve as a
consultant to its corporate management regarding his areas of knowledge and
experience, and Moran desires to establish a relationship with Lone Star and to
provide certain services as a consultant.

NOW THEREFORE, in consideration of the following terms and conditions,
the parties hereby agree as follows:

1. Lone Star shall retain the services of Moran as a consultant
to corporate management, to provide such services as may be
directed by such management from time to time, including, but
not limited to:

a. Assist in promoting Lone Star's Montana oil and gas
property, with particular emphasis on locating
potential partners for the development. Moran will
limit this activity to simply identifying the
potential sources, but the details of the particular
investment shall be negotiated by Lone Star's
management.

b. Negotiate on behalf of Lone Star with the holders of
the currently outstanding debentures (i.e. Steve
Hicks), for the purpose of securing a resolution to
the debenture issue that will be more favorable to
Lone Star, and will have the potential of helping to
provide positive news to the market eliminating the
fears of major dilution to current shareholders with
the intent in securing a more stable market support
and share price.

c. Assist Lone Star in its efforts to increase market
support for its stock.

-1-

<PAGE> 3

d. Assist Lone Star in formulating a possible plan of
corporate reorganization that may involve a merger
and/or spin-off of Energy as a separate public
vehicle. This may include the research and location
of potential suitable merger candidates, as well as
assisting management in its analysis of options
presented to Lone Star by others, or generated
internally.

e. Assist Lone Star upon request in securing a
settlement of outstanding litigation against the
company. This may include assisting Lone Star in the
pursuit of its claim against Merit Capital.

f. At the request of Lone Star, consult with and assist
in advising and developing strategies with the
companies outside securities and litigation counsel.

g. Provide such other services as may be requested from
time to time by Lone Star.

2. As consideration for the foregoing services, Lone Star agrees
that Moran shall be paid as follows:

a. An initial non-refundable cash retainer of $5,000.00,
payable upon execution of this agreement, together
with a secondary retainer of $50,000.00 which may be
payable in cash or stock or a combination thereof, at
the sole discretion of Lone Star. In the event stock
is used, Lone Star agrees to make available shares
that are registered as S-8 free trading shares, with
the number of shares to be determined by the market
price of such securities on the date payment is to be
made, or as otherwise agreed by the parties. Such
secondary retainer to be paid upon the effective date
of this agreement or at such other time as may be
mutually agreed by the parties.

b. Options to secure shares of Lone Star stock equal to
250,000 shares at $1.50 per share, exercisable within
2 years from the effective date hereof, together with
options to secure 250,000 shares at $3.00 per share
exercisable within 3 years from the effective date
hereof. The options granted herein shall carry
registration rights in accordance with an S-3
Registration.

3. It is understood that Moran shall be responsible for all of
his reasonable and necessary fees and expenses including
travel, meals, telephone, etc. incurred in connection with his
services performed hereunder. In the event Lone Star request
services of Moran that would involve the expenditure of
significant expenses, (i.e. international travel), Lone Star
shall approve such expenses in advance, and shall provide an
expense advance to cover same.

-2-

<PAGE> 4

4. The parties acknowledge that during the term of this agreement
and in the course of the discharge of his duties hereunder,
Moran may have access to and become acquainted with
information concerning the operation and processes of Lone
Star, including without limitation, financial, personnel,
sales, scientific and other information that is owned by Lone
Star and regularly used in the operation of its business.
Moran specifically agrees that he shall not knowingly or
willfully misuse, misappropriate, or disclose any such
information directly or indirectly to any other person or use
it in any way, either during the term of this agreement or at
any other time thereafter, except as required in the course of
his duties hereunder, or as requested by a governmental agency
with proper authority.

5. This agreement shall have a primary term of one year from the
effective date. Lone Star reserves the right to terminate this
agreement at any time and for any reason upon 30 days written
notice to Moran. Such notice shall be considered given upon
being deposited in the U.S. Mail, postage prepaid, and
addressed to Moran at the address first herein mentioned.

6. This Agreement shall be governed by the laws of the State of
Texas, and any disputes which may arise shall be submitted to
arbitration with venue in Tarrant County, Texas. The parties
agree that any ruling made through the arbitration procedures
in effect in Tarrant County, Texas, shall be binding so as to
resolve any matters in controversy.

IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the date first above mentioned.

Lone Star International Energy, Inc.

-----------------------------------------
Richard Baker,
President

Consultant:

-----------------------------------------
John T. Moran

-3-

<PAGE> 1

Exhibit 24.1

Consent of Davis, Kinard & Co., P.C.

<PAGE> 2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Deferred Compensation Agreement and Stock Sale Lock-Up
Agreement by and between William D. Josserand, Jr. and Lone Star International
Energy, Inc., Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
by and between Calvin D. Cline and Lone Star International Energy, Inc.,
Deferred Compensation Agreement and Stock Sale Lock-Up Agreement by and between
Don R. Pyles and Lone Star International Energy, Inc., Deferred Compensation
Agreement and Stock Sale Lock-Up Agreement by and between Michael D. Herrington
and Lone Star International Energy, Inc., Deferred Compensation Agreement and
Stock Sale Lock-Up Agreement by and between Richard P. Gazzola and Lone Star
International Energy, Inc., Deferred Compensation Agreement and Stock Sale
Lock-Up Agreement by and between Paula Fleming and Lone Star International
Energy, Inc., Deferred Compensation Agreement and Promissory Notes by and
between C.E. Justice and Lone Star International Energy, Inc., Consulting
Agreement by and between John Moran and Lone Star International Energy, Inc., of
our report dated February 26, 1998, with respect to the consolidated financial
statements and schedules of Lone Star International Energy, Inc. included in its
Annual Report (Form 10-KSB) for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.

/s/ DAVIS, KINARD & CO., P.C.
------------------------------------------
DAVIS, KINARD & CO., P.C.

Abilene, Texas,
May 4, 1998.

<PAGE> 1
Exhibit 24.2

Consent of
Michener Larimore Swindle Whitaker
Flowers Sawyer Reynolds & Chalk, L.L.P.
(incorporated in Exhibit 5)