EXHIBIT 10.19

                              SEPARATION AGREEMENT

     It is hereby agreed by and between ROBERT J. BENSH ("Employee") and
BELLWETHER EXPLORATION COMPANY ("Bellwether"), that Employee has voluntarily
resigned from his position as Senior Vice President - Finance effective January
1, 2001; provided, however, Employee shall remain an employee of Bellwether
until his resignation of employment becomes effective on or before June 1, 2001
(hereinafter "Separation Date"), and that in order to resolve amicably all
matters concerning his employment and release, Employee and Bellwether, in
consideration of their mutual promises and other consideration itemized below,
hereafter enter into the following agreements:

     1.  Nothing stated in this Agreement, or stated or done in connection
herewith, shall constitute or indicate in any way any wrongdoing of any kind
either by Employee or Bellwether.

     2.  Bellwether and Employee are parties to that certain Employment
Agreement entered into effective as of June 1, 2000 ("Employment Agreement").
Bellwether agrees that upon execution by Employee and receipt by its
representative of this Agreement and the Mutual Release appended as EXHIBIT A,
the Employment Agreement is terminated pursuant to Section 5(e) of the
Employment Agreement and the Employee shall not be entitled to any further
compensation other than any unpaid Salary and benefits accrued through the date
of termination; provided, however, Employee shall receive the following:

          (a) Current salary and benefits for Employee for a ninety (90) day
     period subsequent to the date of this Agreement. Such salary payment shall
     be made to the personal bank account of Robert J. Bensh;

          (b) Salary and benefits for Employee's assistant, Dana Dupriest,
     ("Assistant") for a ninety (90) day period;

          (c) Use of the following until June 1, 2001:  (i) office space for
     Employee and Assistant at the Company's Houston, Texas offices, (ii)
     furniture, (iii) telephone service, (iv) computer equipment and (v)
     necessary office supplies;

          (d) All of Employee's Company stock options shall immediately vest as
     of the date hereof and Employee shall have the right to exercise said stock
     option on or before the close of business on June 30, 2002;

          (e) One-half of the Houston Astro field box season tickets at Enron
     Field for the 2001 season only on the following basis:

             Odd-numbered games - Employee
             Even-numbered games - Bellwether

     Thereafter, the season tickets revert back to the Employee as previously
     stated in the Employee's original Employment Agreement entered into with
     the Company.


     3.  Effective June 1, 2001, Employee acknowledges that during the course of
his employment, he has had access to certain trade secrets of Bellwether and
that such trade secrets constitute valuable, highly confidential, special and
unique property of Bellwether, which Employee agrees not to disclose.  These
"trade secrets" are maps, computer programs, engineering studies, geological
studies, and files, records and documents relating thereto.  Also, the "trade
secrets" include lists of customers who utilize Bellwether's services, related
customer information and the internal financial statements and related
information of Bellwether.  However, such customer lists do not include
customers which Employee knew before he was employed by Bellwether; neither do
such customer lists include customers which could readily be identified by
someone outside the employ of Bellwether.  These "trade secrets" shall not
include any information readily discernable from trade or general circulation
publications or otherwise existing or available in public domain.

     4.  Effective June 1, 2001, Employees of Bellwether shall refrain from
making any derogatory or disparaging remarks to any third party against Employee
with respect to his employment by Bellwether, his performance, his character, or
any such matters.  Further, employees of Bellwether shall refrain from
discussions among themselves using any such derogatory or disparaging remarks.
In compliance with the covenant, Bellwether's obligation shall be to make
reasonable efforts to have its employees refrain from making the type or remarks
described in this last paragraph.  Management shall instruct any employees
overheard to make such remarks to cease and desist.

     5.  Effective June 1, 2001, Employee shall refrain from making any
derogatory or disparaging remarks regarding his employment by Bellwether, or
Bellwether's services, management, or operations to any third party other than
members of Employee's immediate family.

     6.  Effective June 1, 2001, Employee acknowledges that he has been given a
period of up to twenty-one (21) days within which to consider this Agreement and
the Mutual Release to be executed hereunder, and that these documents have been
executed by him voluntarily prior to expiration of the 21-day period, with full
knowledge of all relevant information and after ample opportunity to consult
with legal counsel.  Employee is hereby advised to consult with and represents
that he has consulted with an attorney prior to entering into this Agreement and
the Mutual Release to be executed hereunder.  Employee and Bellwether further
agree that Employee has a period of seven (7) days following his execution of
this Agreement and the Mutual Release to be executed hereunder in which to
revoke these documents by delivering to Bellwether's undersigned representative
written notice of his revocation, and that this Agreement and the Mutual Release
executed hereunder shall not become effective or enforceable until such
revocation period has expired.

     7.  Effective June 1, 2001, Bellwether and Employee agree that they will
not disclose to any other person or entity and will keep confidential the fact
of the existence of this Agreement, and all other facts or information of every
kind concerning this Agreement.  Provided, however, that Employee may disclose
the existence of this Agreement or information

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therein to his family, his attorney(s) or to his financial advisors or tax
preparer or to the government for tax purposes, or as otherwise required by law.

     8.  This Agreement shall be binding on and inure to the benefit of Employee
and Bellwether as well as all of their heirs, executors, administrators,
officers, directors, employees, stockholders, successors and assigns, and all
subsidiaries, affiliates and representatives of any of the foregoing entities.

     9.  Bellwether and Employee agree that this Agreement and the Mutual
Release shall be construed under the laws of Texas and, if necessary, litigated
in Houston, Texas.

     10.  This Agreement contains the entire agreement of the parties in
complete satisfaction of all claims Employee or Bellwether may have against each
other as of the date of execution of this Agreement, including all accrued costs
and fees, if any.  This Agreement may be executed in one or more counterparts,
all of which together shall constitute a single instrument.

     IN WITNESS HEREOF, the parties to this Agreement have executed this
instrument on the dates set forth below.

                                             EMPLOYEE:


Date:
     -------------------------------         --------------------------------
                                             Robert J. Bensh

                                             BELLWETHER EXPLORATION
                                             COMPANY



Date:                                        By:
     -------------------------------            --------------------------------
                                                Douglas G. Manner, President

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