LONE STAR TECHNOLOGIES INC
EXHIBIT 10.42
<DOCUMENT>
<TYPE>EX-10.42
<SEQUENCE>2
<FILENAME>a2047404zex-10_42.txt
<DESCRIPTION>EXHIBIT 10.42
<TEXT>

<PAGE>

                         CONSULTING EMPLOYMENT AGREEMENT

         THIS CONSULTING EMPLOYMENT AGREEMENT (the "AGREEMENT") is made and
entered into as of the 1st day of January, 2000, by and between FINTUBE
TECHNOLOGIES, INC., an Oklahoma corporation, with its principal place of
business located at 15660 N. Dallas Parkway, Suite 500, Dallas, Texas 75248
(the "COMPANY"), Jerry E. Ryan, an individual residing at 3201 East 65th
Street, Tulsa, Oklahoma 74136 (the "EMPLOYEE"), and LONE STAR TECHNOLOGIES,
INC., a Delaware corporation with its principal place of business located at
15660 N. Dallas Parkway, Suite 500, Dallas, Texas 75248 (the "GUARANTOR").

                                    RECITALS

         A. The Company has acquired substantially all of the assets of
Fintube Limited Partnership, and has determined that it is in the best
interest of the Company for the Company to employ the Employee to render
advice to the Company for the term of this Agreement.

         B. The Employee has considerable knowledge and experience relating
to the business of the Company, as a result of the Employees past service as
the founder and the Chief Executive Officer of Fintube Limited Partnership,
the predecessor of the Company.

         C. The Employee is willing to be employed by the Company to render
advice to the Company, pursuant to the terms of this Agreement.

         NOW, THEREFORE, in consideration of the foregoing, of the mutual
promises set forth herein, and of other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agrees
as follows:

         1.       EMPLOYMENT. For the term of this Agreement, the Company
                  hereby employs the Employee and agrees to pay to or for
                  the benefit of the Employee, the consideration set forth
                  herein for the Employee's services hereunder.  For the
                  term of this Agreement, the Employee hereby accepts his
                  employment by the Company for the consideration to be
                  paid by the Company hereunder.

         2.       ACTIVITIES OF EMPLOYEE. For the term of this Agreement,
                  the Employee agrees to provide services to the Company
                  with regard to the Company's business and operations, as
                  mutually agreed by the Employee and the Company, at
                  mutually acceptable times, in Tulsa, Oklahoma or at any
                  other mutually satisfactory location.


<PAGE>


                  The Employee shall advise the Company in connection with the
                  maintenance and furtherance of satisfactory relationships
                  between the Company and its existing and prospective customers
                  and others having business relationships with the Company, and
                  in connection with representing the Company to trade groups
                  and other organizations generally. In addition, Employee will
                  lead the development of major Company expansion strategies for
                  international markets, including but not limited to Mexico and
                  South America. Employee will assist in the preparation and
                  evaluation of the Company's annual business and capital plan.
                  Employee will also support the enhancement of the Company's
                  customer, supplier and other industry relationships to expand
                  markets and increase profitability. Employee will participate
                  in the formulation of management development plans and key
                  employee evaluations. Employee shall contribute to technology
                  development and product enhancements for all product segments.
                  Employee will assist Guarantor with corporate and investor
                  relations, as needed.

         3.       REPRESENTATIONS. WARRANTIES AND COVENANTS OF EMPLOYEE.
                  The Employee represents and warrants that he has not
                  committed to any employment or consulting duties, and
                  will not, for the term of this Agreement, assume any
                  such duties which would interfere with his provision of
                  services to the Company hereunder.

         4.       OFFICE/SECRETARIAL ASSISTANCE. For the term of this Agreement,
                  the Company will pay the expense of the Employee's current
                  office space and secretarial assistance in Tulsa, Oklahoma, to
                  allow the Employee to provide the services required hereunder.

         5.       CONSIDERATION. The Company shall pay to the Employee,
                  for the Employee's services hereunder, the following
                  amounts:

                  a)       BASE CONSIDERATION. The Company shall pay to the
                           Employee, commencing on January 1, 2000, and
                           continuing on the 15th and the last day of each
                           month thereafter until December 31, 2002, the
                           amount of ELEVEN THOUSAND FOUR HUNDRED AND
                           SEVENTEEN DOLLARS ($11,417) on the 15th and the
                           last day of each month, as the Employee's "BASE
                           CONSIDERATION"; and

                  b)       BONUS CONSIDERATION. The Company shall pay an
                           annual bonus to the Employee, in an amount to be
                           determined by the Company in accordance with the
                           bonus accrual and terms of the Fintube Limited
                           Partnership bonus Agreement for the year ending
                           December 31, l 999. For each calendar year
                           thereafter for the term of this Agreement, the
                           Company shall pay an annual bonus to the Employee
                           at the Company's sole discretion (collectively,
                           Employee's "BONUS CONSIDERATION").


                                        -2-
<PAGE>

         6.       TERM. The term of this Agreement shall commence as of
                  the date first set forth above, and shall continue
                  until December 31, 2002, at which time this Agreement
                  shall terminate, unless sooner terminated, or extended
                  by the mutual Agreement of the parties hereto;
                  provided, however, the termination of this Agreement
                  shall not terminate, diminish or otherwise affect the
                  obligations of the Employee to the Company set forth in
                  paragraphs 16, 17 and 18 of this Agreement.

         7.       INSURANCE AND EXPENSES.

                  a)       During the term of this Agreement, the Company, at
                           its sole cost and expense, shall pay for and keep
                           in full force and effect group hospitalization,
                           basic health, disability, dental and major medical
                           insurance that covers Employee and his wife. This
                           insurance shall provide the Employee and his wife
                           the coverage and benefits provided to all other
                           employees of the Company; and

                  b)       During the term of this Agreement, the Company, at
                           its sole cost and expense, shall pay for and keep
                           in full force and effect, existing life insurance
                           policies or life insurance policies providing
                           substantially equivalent benefits and having
                           substantially equivalent terms, on the life of
                           Consultant, with the beneficiary of said policies
                           being any person designated by Consultant; and

                  c)       During the term of this Agreement, the Company
                           shall pay or promptly reimburse Employee for all
                           travel, entertainment, telephone, office and other
                           expenses paid or incurred by Employee in
                           connection with the performance of his services
                           under this Agreement, upon presentation of expense
                           statements, vouchers, or other evidence of expense
                           to the Company.

         8.       STOCK OPTIONS. In consideration of Employee's agreements set
                  forth in paragraphs 16, 17 and 18, Guarantor agrees to award
                  to the Employee on the date hereof, the option to purchase
                  30,000 shares of the common stock of the Guarantor, pursuant
                  to Guarantor's 1985 Long Term Incentive Plan.

         9.       401-K PARTICIPATION. For the term of this Agreement,
                  the Employee shall be entitled to participate in the
                  Company's 401-K Plan.

         10.      REPRESENTATIONS. WARRANTIES. AND COVENANTS OF THE
                  COMPANY/GUARANTOR. The Company and the Guarantor hereby
                  represent and warrant that each entity has full power and
                  legal right and authority to execute, deliver, and perform
                  this Agreement, and that the officer executing this Agreement
                  on behalf of each entity has the full power and authority to
                  do so.

                                        -3-
<PAGE>

         11.      INDEMNIFICATION OF EMPLOYEE. The Company and the
                  Guarantor agree to pay for and provide to the Employee
                  indemnity insurance that will indemnify and hold
                  Employee harmless from any claims against Employee, on
                  the same terms and conditions that benefit the officers
                  and directors of the Guarantor. Such indemnity
                  insurance will protect the Employee in the capacities
                  in which he serves the Company and/or the Guarantor.

         12.      TERMINATION.

                  a)       DEATH. In the event of death of Employee during the
                           term of this Agreement, Employee's employment
                           hereunder shall immediately terminate, and neither
                           the Company, the estate, nor any other legal
                           representative of Employee shall have any further
                           rights or obligations under this Agreement;

                  b)       DISABILITY.  If Employee becomes incapacitated by
                           reason of sickness, accident or other physical or
                           mental disability and is unable to perform the
                           essential functions of his position on a permanent
                           basis, after taking into consideration reasonable
                           accommodations, the services of Employee may be
                           terminated by the Company upon thirty (30) days
                           prior written notice to Employee, and neither the
                           Employee nor the Company shall have any further
                           rights or obligations under this Agreement, except
                           as provided in paragraphs 16, 17 and 18, which
                           provisions shall survive such termination;

                  c)       DUE CAUSE. The services of Employee may be
                           terminated by the Company at any time during the
                           term of this Agreement for Due Cause (as defined
                           below). In the event of such termination, the
                           Company shall pay to the Employee the Base
                           Consideration and benefits identified in
                           paragraphs 4, 5, 7, and 11 accrued to the date of
                           such termination. Upon such payment by the
                           Company, neither the Employee nor the Company
                           shall have any further rights or obligations under
                           this Agreement, except as provided in paragraphs
                           16, 17 and 18, which provisions shall survive such
                           termination. For the purpose of this Agreement,
                           "DUE CAUSE" shall relate solely to the activities
                           of Employee identified in paragraph 2 herein above
                           and shall mean: (i) willful failure to carry out a
                           specific directive of the Board of Directors or
                           the Chairman of the Board of the Company that
                           continues for twenty (20) days after the Employee
                           receives written notice of such directive; (ii)
                           indictment of Employee for a felony; (iii) any
                           failure of Employee to perform substantially his
                           duties under this Agreement, which failure is not
                           cured within thirty (30) days after written notice
                           from the Board of Directors or the Chairman of the
                           Board of the Company specifying the nonperformance
                           and the requisite remedial action required of
                           Employee; (iv) commission of any act intentionally
                           against the interests of the Company which causes it
                           material injury; or (v) commission of any material
                           act of fraud or dishonesty.


                                        -4-
<PAGE>


                  d)       OTHER TERMINATION BY THE COMPANY.  The Company may
                           terminate Employee's services prior to the
                           expiration of the term of this Agreement for
                           whatever reason it deems appropriate, or for no
                           reason; provided, however, that in the event that
                           such termination is not pursuant to paragraphs
                           12(a), 12(b) or 12(c), the Company shall continue
                           to pay to Employee (or his estate or other legal
                           representative in the case of the death of
                           Employee subsequent to such termination), all of
                           the unpaid Consideration provided for in paragraph
                           5 of this Agreement, and the benefits identified
                           in paragraphs 7 and 11 of this Agreement through
                           the end of the term of this Agreement; and

                  e)       RIGHTS TO BENEFITS. Upon the termination of
                           Employee's services under any provision contained
                           in this paragraph 12, the rights and benefits of
                           the Employee, his estate or other legal
                           representative under any employee benefit plans or
                           programs of the Company, if any, and Guarantor's
                           1985 Long-Term Incentive Plan will be determined
                           in accordance with the terms and provisions of
                           such plans and programs.

         13.      OTHER ACTIVITIES. The Company hereby acknowledges and agrees
                  that during the term of this Agreement, the Employee may
                  engage directly or indirectly in other businesses and ventures
                  that would not conflict with his rendering services to the
                  Company hereunder or the terms of paragraphs 16, 17 or 18 of
                  this Agreement.

         14.      SCOPE OF AUTHORITY. It is specifically agreed that the
                  Employee shall have no authority to speak for, make
                  agreements on behalf of, or otherwise bind the Company.

         15.      PAYMENT OF TAXES. Payment of compensation to the
                  Employee shall be subject to all applicable federal and
                  state withholding and payroll taxes.

         16.      COVENANT AGAINST COMPETITION. Employees agrees that, for a
                  period from the date hereof until the date which is two years
                  after the date on which this Agreement terminates, he will
                  not, directly or indirectly, engage in any of the following
                  actions:

                  a)       Either as employee, employer, consultant, agent,
                           principal, partner, shareholder, corporate officer
                           or director of any corporation, partnership or
                           other entity, or in any other capacity, engage or
                           participate in any business or activity that is in
                           competition in any manner whatsoever with the
                           business of the Company (including its
                           subsidiaries) as conducted at any time during the
                           term of this Agreement (the "Restricted Business")
                           anywhere in North America The Restricted Business
                           shall be the business of designing, manufacturing,
                           processing, engineering and selling welded finned
                           tubes, economizers, boilertubes, extended surface
                           inside diameter tubing, and other products
                           specifically marketed by the Company (including
                           its subsidiaries)


                                        -5-
<PAGE>

                           for use in heat recovery applications, steel coil
                           slitting and storage, rolling steel rod to strip
                           (oscillate wound products), and selling and
                           licensing machinery and echnology related to the
                           foregoing. However, nothing in this subsection
                           (a) shall preclude Employee from holding less than
                           5% of the outstanding capital stock of any
                           corporation required to file periodic reports with
                           the Securities and Exchange Commission under Section
                           13 or 15(d) of the Securities Exchange Act of
                           1934, as amended, the securities of which are
                           listed on any securities exchange, quoted on the
                           National Association of Securities Dealers
                           Automated Quotation System or traded in the over-
                           the-counter market.

                  b)       Whether for Employee's own account or for the
                           account of any other individual, partnership,
                           firm, corporation or other business organization,
                           solicit, endeavor to entice away from the Company
                           (or any of its affiliates), or otherwise interfere
                           with the Company's relationship (or that of any of
                           its affiliates) with any person who is employed by
                           or otherwise engaged to perform services for the
                           Company (or any of its affiliates) (including, but
                           not limited to, any independent sales
                           representatives or organizations), or solicit or
                           transact business with any person, partnership,
                           firm, corporation or other business organization
                           that has purchased products from the Company
                           (including its subsidiaries) during the term of
                           this Agreement.

                  If the scope of the restrictions in this Section are
                  determined by a court of competent jurisdiction to be too
                  broad to permit enforcement of such restrictions to their full
                  extent, then such restrictions shall be construed or rewritten
                  (blue-lined) so as to be enforceable to the maximum extent
                  permitted by law, and Employee hereby consents, to the extent
                  he may lawfully do so, to the judicial modification of the
                  scope of such restrictions in any proceeding brought to
                  enforce them.

         17.      ASSIGNMENT OF INVENTIONS. All rights to discoveries,
                  inventions, improvements, designs, work product and
                  innovations (including without limitation all data and
                  records pertaining thereto) that relate to the Company
                  and its affiliates, whether or not specifically within
                  Employee's duties or responsibilities and whether or
                  not patentable, copyrightable or reduced to writing,
                  that Employee may discover, invent, create or originate
                  during the term of his employment hereunder, either
                  alone or with others and whether or not during working
                  hours or by the use of the facilities of the Company or
                  its affiliates ("Inventions"), shall be the exclusive
                  property of the Company and its affiliates. Employee
                  shall promptly disclose all Inventions to the Company,
                  shall execute at the request of the Company any
                  assignments or other documents the Company may deem
                  necessary to protect or perfect its rights therein, and
                  shall assist the Company and its affiliates, at the
                  Company's expense, in obtaining, defending and
                  enforcing the rights of the Company and its affiliates
                  therein. Employee hereby appoints each of the Company
                  and any of its affiliates as


                                        -6-
<PAGE>

                  his attorney-in-fact to execute on his behalf any
                  assignments or other documents deemed necessary by the
                  Company and any of its affiliates to protect or perfect
                  its rights to any Inventions.

         18.      COVENANT OF CONFIDENTIALITY.

                  a)       DEFINITIONS. For the purpose of this Agreement:

                           i)       "CONFIDENTIAL INFORMATION" means any and all
                                    discoveries, ideas, facts, inventions, or
                                    any other information relating to the
                                    operation of the Company's business, of
                                    whatever type and in whatever form,
                                    including but not limited to documents,
                                    reports, plans, proposals, marketing plans,
                                    sales plans, customer lists, or materials
                                    that come into the Employee's possession,
                                    and any other discoveries, ideas, business
                                    plans, or facts relating to any of the
                                    foregoing, whether developed by the Employee
                                    or by others; and

                           ii)      "TRADE SECRETS" means any and all
                                    Confidentiality Information that has
                                    economic value, actual or potential, because
                                    it is not generally known to persons who
                                    could obtain economic value from its
                                    disclosure or use, about which the Company
                                    has undertaken reasonable efforts to
                                    maintain its secrecy (whether or not
                                    divulged by the Employee or other employees
                                    or agents of the Company) and which has not
                                    previously been publicly released by duty
                                    authorized representatives of the Company.

                  b)       DISCLOSURE. The Employee agrees that any and all
                           Confidential Information and Trade Secrets
                           received or developed by the Employee, or
                           disclosed to the Employee, are to be used only for
                           the purposes for which they are provided. The
                           Employee also agrees that from the date of this
                           Agreement to a date that is two (2) years after
                           the date that this Agreement is terminated, the
                           Employee shall not, directly or indirectly, except
                           as required by the normal business of the Company,
                           or as expressly authorized in writing by the board
                           of directors of the Company, take the following
                           actions, to wit:

                           i)       disclose, publish or make available any
                                    Confidential Information or Trade Secrets,
                                    other than to an employee, officer or
                                    director of the Company who, in the
                                    reasonable exercise of the Employee's
                                    judgment, needs to know such Confidential
                                    Information or Trade Secrets in order to
                                    perform his or her duties to the Company;


                                        -7-
<PAGE>

                           ii)      sell, transfer or otherwise use or exploit
                                    Confidential Information or Trade Secrets
                                    for any purpose other than those for which
                                    they were provided; and

                           iii)     permit the sale, transfer, use or
                                    exploitation of any Confidential Information
                                    or Trade Secrets by any third parties,
                                    including other employees of the Company who
                                    do not need to use or possess such
                                    Confidential Information or Trade Secrets to
                                    perform their duties to the Company.

                  c)       PROPRIETARY RIGHTS. The Employee will regard and
                           preserve as confidential all Trade Secrets and
                           Confidential Information pertaining to the
                           Company, that have been obtained by the Employee.
                           The Employee understands that the Company is the sole
                           owner of any and all proprietary rights in the
                           Confidential Information and Trade Secrets,
                           including, but not limited to, the right to use,
                           sell, license or transfer the Confidential
                           Information or Trade Secrets, and the right to make
                           changes in them and the uses thereof as the company
                           may from time to time determine. The Employee agrees
                           to assign to the Company, without further
                           consideration, all of his right, title, and interest
                           (throughout the United States and in all foreign
                           countries) free and clear of all liens and
                           encumbrances, in and to all Confidential Information
                           and Trade Secrets, which shall be the sole property
                           of the Company, whether or not patentable. Upon the
                           termination of this Agreement for any reason, the
                           Employee agrees to immediately return all
                           Confidential Information and Trade Secrets
                           information to the Company.

         19.      REASONABLENESS OF COVENANTS. The Company and the Employee
                  acknowledge and agree that the covenants and agreements
                  contained in this Agreement are reasonable in their geographic
                  scope, duration and content, and neither the Employee nor the
                  Company shall raise any issue of reasonableness of the
                  geographic scope, duration or content of such covenants, in
                  any proceeding to enforce such covenants or agreements.

         20.      ASSIGNMENT. The obligations under this Agreement may not be
                  assigned by any party hereto without the prior written consent
                  to all of the other parties.

         21.      GUARANTY. It is understood and acknowledged that the Guarantor
                  is the direct or indirect parent of the Company and has a
                  significant interest in ensuring that the Guarantor and the
                  Company receive the advise of Employee during the term of this
                  Agreement. As an inducement to the Employee to enter into this
                  Agreement, the Guarantor has agreed to guarantee, and does
                  hereby absolutely and unconditionally guarantee, the full and
                  prompt performance of all of the covenants, agreements, and
                  obligations of the Company under this Agreement.


                                        -8-
<PAGE>


         22.      NOTICES. All notices and other communications hereunder or in
                  connection herewith shall be deemed to have been duly given if
                  they are in writing and delivered personally or sent by
                  registered or certified mail, return receipt requested and
                  first class postage prepared to the addresses shown above,
                  unless notice of a change of address is given by one party to
                  the other parties hereto pursuant to the provisions of this
                  paragraph 22.

         23.      GOVERNING LAW. This Agreement shall be governed by and
                  construed under the laws of the State of Oklahoma.

         24.      ELECTION TO BECOME CONSULTANT. If Employee gives the Company
                  60 days prior notice that he wants to change his status from
                  an employee of the Company to a consultant to the Company, the
                  Company and Employee will amend this Agreement in the
                  appropriate manner to reflect that change in status.

         25.      MISCELLANEOUS.

                  a)       This Agreement shall constitute the only Agreement
                           between the Company and Employee relating to the
                           subject matter hereof, and no representations,
                           promises, understandings, or agreements, oral or
                           otherwise, not herein contained shall be of any force
                           or effect;

                  b)       No modification or waiver of any provision of this
                           Agreement shall be valid unless it is in writing
                           and signed by the party against whom it is sought
                           to be enforced. No waiver at any time of any
                           provision of this Agreement shall be deemed a
                           waiver of any other provision of this Agreement at
                           that time or a waiver of that or any other
                           provision at any other time; and

                  c)       The captions and headings contained herein are
                           solely for convenience and reference and do not
                           constitute a part of this Agreement.

         WITNESS WHEREOF, the parties have duly executed this Agreement
effective as of the day and year first above written.

                                    "COMPANY"

                                    FINTUBE TECHNOLOGIES, INC.,
                                      an Oklahoma corporation

                                    By: /s/ Rhys J. Best
                                        -----------------------------------
                                            Rhys J. Best, President


                                        -9-
<PAGE>


                                    "EMPLOYEE"

                                    /s/ Jerry E. Ryan
                                    ---------------------------------------
                                        Jerry E. Ryan


                                    "GUARANTOR"

                                    LONE STAR TECHNOLOGIES, INC.,
                                       a Delaware corporation

                                    By: /s/ Rhys J. Best
                                       ----------------------------------------
                                            Rhys J. Best, Chairman of the Board
                                            Chief Executive Officer and
                                            President


                                        -10-
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</DOCUMENT>
