EXHIBIT 10.5

                           CONVEST ENERGY CORPORATION

                                 [CONVEST LOGO]

                                 October 9, 1996

Mr. Gary L. Pittman
Convest Energy Corporation
2401 Fountainview Drive, Suite 700
Houston, Texas  77057

Dear Gary:

        This letter shall set forth our agreement regarding your severance
arrangement which is contingent upon you remaining an employee of Convest Energy
Corporation ( "Convest"), through November 15, 1996. If you voluntarily leave
the Company prior to such date, you will be entitled to receive only the
severance payment under the Company's severance policy. If you stay as an
employee through November 15, 1996, however, you will be entitled to the
following severance benefits:

        1. You will continue to be paid your base annual salary of $150,000
until December 9, 1997 [November 15, 1997 plus vacation days] (the "Continuation
Period"). Notwithstanding the above, you shall have the option, at any time
after January 1, 1997, to elect to have the Company pay your base salary for the
remainder of the Continuation Period in a lump sum in cash, less applicable
withholding taxes.

        During the Continuation Period, the Company will (i) pay the Company's
portion of the cost of continued health and dental coverage under the
Comprehensive Omnibus Budget Reconciliation Act ("COBRA") that would otherwise
be payable by you in order to maintain COBRA coverage for you under the terms of
the Company's existing group health and dental insurance policies, and (ii)
convert your coverage under the Company's existing group life insurance and long
term disability insurance to individual policies (to the extent available from
the Company's insurance carriers) and pay the premiums on those policies. You
will also continue to participate in Convest's 401(k) plan during the
Continuation Period in accordance with the applicable terms of the plan.

        2. Your stock options for 64,727 shares of Common Stock will immediately
vest in full and will be exercisable for a period ending on November 15, 1997.

October 9, 1996
Page 2

        3. You will be permitted to take the personal laptop computer/docking
station and printer currently used by you without cost to you other than any
required payroll withholding based on the estimated fair market value of such
equipment.

        This severance arrangement shall be in lieu of any severance payable
under the Company's existing severance policy.

        If the foregoing accurately sets forth our agreement with respect to
your severance arrangement, please evidence your agreement by executing this
letter in the space provided below and returning it to me.

                                         Very truly yours,

                                         CONVEST ENERGY CORPORATION


                                         By:/s/ MICHAEL Y. MCGOVERN
                                                MICHAEL Y. McGOVERN, Chairman

AGREED TO AS of the 21 day of October, 1996:

/s/ GARY L. PITTMAN
GARY L. PITTMAN

MYM:mg