Exhibit 10.26

                         BOX ENERGY CORPORATION

               NON-EMPLOYEE DIRECTOR STOCK PURCHASE PLAN

     1.     Purpose.  The Purpose of this Non-Employee Director Stock Plan 
is to advance the interests of Box Energy Corporation (the "Company") by 
encouraging non-employee directors of the Company to acquire a greater 
proprietary interest in the Company through ownership of Class B Common 
Stock of the Company (the "Common Stock").  References to a "director" 
herein shall mean a non-employee director.

     2.     Election to Receive Stock.  Each member of the Board of 
Directors of the Company who is not an employee of the Company may elect 
once each year prior to January 1, to be effective for the following year 
and until a new election is made, to receive all or a portion of the fees 
payable to such director in cash or in lieu of cash (if not all of the cash 
amount, in increments of $1,000) in restricted shares of Common Stock.  The 
number of restricted shares of Common Stock issuable in accordance with an 
election hereunder shall be equal to the product of 1.5 multiplied by the 
dollar amount of cash that will instead be received in restricted shares, 
divided by the Fair Market Value of the Common Stock on the date (or 
scheduled date) of payment of the applicable fee, with any fraction of a 
share rounded down to a whole number.  "Fair Market Value" of the Common 
Stock as of any date shall be the closing price on such date (or if no 
trades occurred on such date on the next preceding day on which trading 
occurred) as reported for consolidated transactions on the principal 
national securities exchange on which the Common Stock is listed or 
admitted to trading or on the NASDAQ Market System, or if not so listed or 
admitted to trading, the average of the high bid and low asked prices of 
the Common Stock on such date in the over-the-counter market as reported by 
the NASDAQ reporting system or other system then in use.

     3.     Issuance of Shares.  On each quarterly payment date of 
directors' fees at which an election to receive restricted shares of Common 
Stock is effective, for each director so electing a stock certificate 
evidencing the appropriate number of restricted shares shall be issued and 
registered in the name of the director.  The stock certificates evidencing 
such shares shall be held in custody by the Company until the restrictions 
thereon shall have lapsed, after which such certificates shall be delivered 
to the appropriate director.  The Company shall not be required to issue 
shares hereunder until such shares have been listed or admitted to trading 
on the appropriate stock exchange or trading market and the Company has 
complied with applicable federal and state securities laws.

     4.     Restrictions.  Each share of Common Stock issued to a director 
pursuant to the Plan may not be sold, assigned, transferred, pledged, 
hypothecated or otherwise disposed of until a period of one year from the 
date of issuance or, if earlier, on the date of termination of such 
director as a member of the Board of Directors as a result of his death, 
disability, removal or failure to be nominated for an additional term as a 
member of the Board of Directors.

     5.     Voting and Dividend Rights.  During the period in which the 
restrictions provided herein are applicable to the shares of Common Stock, 
the director shall have the right to vote such shares and to receive any 
dividends paid in cash or other property with respect to such shares.  
Shares of Common Stock distributed by the Company as a result of any stock 
dividend, stock split, reclassification or other similar capital or 
corporate structure change shall be subject to the same restrictions as the 
shares with respect to which they were distributed.

     6.     Termination of Plan.  The Plan may be terminated at any time 
upon a vote of the Board of Directors to terminate the Plan.  Upon 
termination of the Plan, restrictions on shares of Common Stock shall 
continue in effect and shall lapse in accordance with the terms of the Plan 
at the time of issuance of such shares.

     7.     Effective Date.  The Plan shall become effective on the date of 
approval of the Plan by the holders of a majority of the shares of Class A 
Common Stock of the Company present at a duly held meeting of stockholders.