SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549


                                       FORM 8-K


                     Current Report Under Section 13 or 15(d) of
                         The Securities Exchange Act of 1934


      Date of Report (date of earliest event reported):  November 19, 1998


                             FUTURE PETROLEUM CORPORATION     
              (Exact Name of Registrant as Specified in its Charter)


      Utah                              0-8609                   87-0239185
(State or other jurisdiction of      (Commission          (IRS Employer
 incorporation or organization)       File Number)         Identification No.)


      2351 West Northwest Highway
       Suite 2130, Dallas, Texas                                 75220 
(Address of Principal Executive Offices)                       (Zip Code)


Registrant's Telephone Number, including Area Code:    (214) 350-7602


                           N/A     
(Former name, former address, and formal fiscal year, if 
                                             changed since last report)


               



                    ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS


     On November 19, 1998, Future Petroleum Corporation (the "Company") 
completed the acquisition of additional oil and gas properties in connection 
with its ongoing expansion efforts. Such acquisition included interests in 
the Foster /S. Cowden Field located in Ector County, Texas, the Turtle Creek 
Field located in Matagorda County, Texas, the San Miguel Creek Field located 
in McMullen County, Texas, the Leroy North Field located in Vermillion 
Parish, Louisiana, and the Cheniere Field located in Ouachita Parish, 
Louisiana. All of the properties were acquired from Bargo Energy Resources, 
Ltd., a Texas limited partnership and a principal shareholder of the Company 
("Bargo"), who had acquired the properties on the same date from Cody Energy, 
Inc., a Delaware corporation, and Cody Texas, L.P. a Texas limited 
partnership. Under the terms of the agreement between the Company the Bargo, 
Bargo has the option to repurchase the properties from the Company within 90 
days from the date of closing.

     The primary producing formations include Frio for the North Leroy 
Field, the Edwards for the Sand Miguel, Frio for the Turtle Creek Field, the 
Grayburg/Canyon for the Foster/Cowden and the Cadeville for the Cheniere 
Field.  The properties include interests in 52 producing oil and natural gas 
wells. The Company will not be the operator on a portion of the acquired 
wells.

     As of August 1, 1998, the acquired properties had aggregate estimated 
net total proved reserves of 517 thousand barrels of oil and 18.786 billion 
cubic feet of natural gas, or 21.886 billion cubic feet equivalent.

     The aggregate purchase price for the properties acquired was $4.467 
million in cash.  The Company financed the purchase of the properties by 
increasing the borrowing base under the credit agreement with Bank of America 
established in August 1998 and borrowing such funds from Bank of America. As 
amended, the maximum commitment amount was increased to $27.5 million and the 
Company's current borrowing base was increased to $24.2 million.

     Because of the ownership by Bargo of a substantial portion of the 
issued and outstanding stock of the Company, the terms of the purchase were 
not deemed to be the result of arm's length negotiations. All members of the 
board of directors, including those designated by Bargo, unanimously approved 
the terms of the transaction and believe them to be fair to the Company from 
a financial point of view.




                      ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS


a)     Financial statements required by this item will be filed by amendment 
       as soon as practicable, but no later than 60 days after the filing of 
       this report on Form 8-K.

c)     Exhibits

The following exhibits are included as part of this report:

           SEC
Exhibit   Reference 
Number    Number                  Title of Document                  Location
-------------------------------------------------------------------------------
Item 10     Material Contracts
-------------------------------------------------------------------------------
10.01      10        Purchase and Sale Agreement between Bargo      This filing 
                     Energy Resources, Ltd. ("Bargo"), as Seller, and 
                     the Company, as Buyer, dated November 13, 1998

10.02      10        Amendment No. 1 to Credit Agreement between    This filing 
                     Bank of America National Trust and Savings 
                     Association ("Bank of America") and the Company, 
                     dated November 16, 1998

10.03      10        Amended and Restated Secured Promissory Note   This filing
                     of the Company payable to Bank of America  
                     dated November 18, 1998

10.04      10        First Amendment to Pledge Agreement             This filing
                     between Bank of America, as secured party, and 
                     each of the Company, Future Energy Corporation 
                     ("Future Nevada"), Future Petroleum Corporation 
                     ("Future Texas"), EnCap Equity 1994, Ltd., 
                     Energy Capital Investment Company PLC, Bargo 
                     Energy Resources, Ltd, B. Carl Price, and Don Wm. 
                     Reynolds, as debtors, dated November 18, 1998

10.05      10        First Amendment to Security Agreement           This filing
                     between Bank of America, as lender, and each of 
                     the Company, Future Nevada, Future Texas, Future 
                     CAL-TEX Corporation ("Future CAL-TEX"), BMC 
                     Development No. 1 Limited Partnership ("BMC"), 
                     Future Acquisition 1995, Ltd. ("Future 1995"), 
                     and NCI-Shawnee Limited Partnership ("NCI-
                     Shawnee"), as debtors, dated November 18, 1998

10.06      10        First Amendment to Guaranty between             This filing
                     Bank of America, as lender, and each of Future 
                     Utah, Future Nevada, Future Texas, Future 
                     CAL-TEX, BMC, Future 1995, and NCI-Shawnee, 
                     as guarantors, dated November 18, 1998




     


                                     SIGNATURES
     


     Pursuant to the requirements of the Securities Exchange Act of 1934, as 
amended, the Registrant has duly caused this report to be signed on its 
behalf by the undersigned, hereunto duly authorized.

Dated:  December 4, 1998

                                         FUTURE PETROLEUM CORPORATION



                                        By /s/ B. Carl Price, President


                                   EXHIBIT INDEX    



SEC
Exhibit   Reference 
Number    Number                  Title of Document                  Location
-------------------------------------------------------------------------------
Item 10     Material Contracts
-------------------------------------------------------------------------------
10.01      10        Purchase and Sale Agreement between Bargo      This filing 
                     Energy Resources, Ltd. ("Bargo"), as Seller, and 
                     the Company, as Buyer, dated November 13, 1998

10.02      10        Amendment No. 1 to Credit Agreement between    This filing 
                     Bank of America National Trust and Savings 
                     Association ("Bank of America") and the Company, 
                     dated November 16, 1998

10.03      10        Amended and Restated Secured Promissory Note   This filing
                     of the Company payable to Bank of America  
                     dated November 18, 1998

10.04      10        First Amendment to Pledge Agreement            This filing
                     between Bank of America, as secured party, and 
                     each of the Company, Future Energy Corporation 
                     ("Future Nevada"), Future Petroleum Corporation 
                     ("Future Texas"), EnCap Equity 1994, Ltd., 
                     Energy Capital Investment Company PLC, Bargo 
                     Energy Resources, Ltd, B. Carl Price, and Don Wm. 
                     Reynolds, as debtors, dated November 18, 1998

10.05      10        First Amendment to Security Agreement          This filing
                     between Bank of America, as lender, and each of 
                     the Company, Future Nevada, Future Texas, Future 
                     CAL-TEX Corporation ("Future CAL-TEX"), BMC 
                     Development No. 1 Limited Partnership ("BMC"), 
                     Future Acquisition 1995, Ltd. ("Future 1995"), 
                     and NCI-Shawnee Limited Partnership ("NCI-
                     Shawnee"), as debtors, dated November 18, 1998

10.06      10        First Amendment to Guaranty between            This filing
                     Bank of America, as lender, and each of Future 
                     Utah, Future Nevada, Future Texas, Future 
                     CAL-TEX, BMC, Future 1995, and NCI-Shawnee, 
                     as guarantors, dated November 18, 1998





                                    EXHIBIT 10.01

                             PURCHASE AND SALE AGREEMENT


     This Purchase and Sale Agreement (this "Agreement") is made and entered 
into as of the 13th day of November, 1998, by and between BARGO ENERGY 
RESOURCES, LTD., a Texas limited partnership, whose  address is 700 Louisiana 
Street, Suite 3700, Houston, Texas 77002 (herein called "Bargo"), and FUTURE 
ACQUISITION 1995 LTD., a Texas limited partnership, whose address is 2351 W. 
Northwest Highway, Suite 2130, Dallas, Texas 75220 (herein called "Future").

                                 W I T N E S S E T H:

     WHEREAS, Bargo has entered into a certain Purchase and Sale Agreement dated
September 30, 1998 (the "Cody Agreement") with Cody Energy, Inc., a Delaware 
corporation, and Cody Texas, L.P., a Texas limited partnership (collectively, 
"Cody"), a copy of which is attached hereto as Exhibit I, whereby Bargo has 
agreed to purchase certain oil and gas properties, leases, wells, equipment, 
related contract rights and other assets located in Ouachita and Vermilion 
Parishes, Louisiana, and in Clarke and Marion Counties, Mississippi, and in 
Brazos, Burleson, Fayette, Ector, Jackson, Matagorda and McMullen Counties, 
Texas (the "Assets"),  effective as of August 1, 1998 at 7:00 a.m. local time at
the location of the Assets, and reference is here made to the Cody Agreement for
a more particular description of the Assets and for all other pertinent 
purposes; and

     WHEREAS, Bargo has agreed to sell the Assets to Future, and Future has 
agreed to purchase the Assets from Bargo, on the terms and conditions set forth 
in this Agreement;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements 
herein contained and other good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, Bargo and Future hereby agree as 
follows:

     1.  Sale and Purchase of Assets.  Bargo, as "Seller" (herein so defined) 
shall sell, transfer and assign to Future, as "Buyer" (herein so defined), and 
Future shall purchase and receive from Bargo, all of the Assets described in the
Cody Agreement on all of the same terms and conditions as are set forth in the 
Cody Agreement except as specifically modified by this Agreement.  It is the 
intention of the parties that the sale from Bargo to Future shall occur 
immediately following Bargo's acquisition of the Assets from Cody, and Bargo and
Future each agree to use their best efforts to accomplish the Closing in such 
manner.  All defined terms in the Cody Agreement shall have the same meaning in 
this Agreement except as otherwise specifically provided herein.

     2.  Effective Date.  The effective date of the sale of the Assets from 
Bargo to Future shall be August 1, 1998, at 7:00 a.m. local time at the location
of the Assets (the "Effective Date").

     3.  Purchase Price.  As consideration for the sale of the Assets, Future 
shall pay to Bargo the sum of $8,350,000.00 (the "Purchase Price") in 
immediately available funds at the Closing, subject to adjustment in the same 
manner as is provided in the Cody Agreement.  Future acknowledges that Bargo has
deposited with Cody the sum of $600,000.00 as a Deposit in accordance with 
Section 2.2 of the Cody Agreement.  At Closing, Future shall pay $600,000.00 of 
the Purchase Price directly to Bargo in immediately available funds, and the 
balance (adjusted as herein provided) shall be paid either directly to Bargo or 
to such party or parties as Bargo may specifically direct by written 
instructions to Future.

     4.  Title, Environmental and Other Due Diligence Review.  Future 
acknowledges that it has received copies of the title, environmental and other 
due diligence review conducted by Bargo with respect to the Assets and has 
approved same, subject only to satisfaction of material matters, if any, for 
which Bargo has the right to object and has in fact submitted objections to Cody
as permitted under the Cody Agreement.  Certain preferential rights to purchase 
exist with respect to the Assets, and waivers of such rights may not have been 
obtained or expiration of the period for exercise of such rights may not have 
occurred as of the Closing of the sale from Cody to Bargo.  Time does not allow 
for obtaining such waivers prior to the Closing of the sale from Bargo to 
Future, but Future agrees to honor any such validly exercised preferential 
rights to purchase made by third parties with respect to the sale of the Assets 
by Cody to Bargo or by Bargo to Future.  Bargo agrees to send all notices of 
transfer and to use its best efforts to obtain waivers of all consents or 
preferential rights to purchase affecting the Assets.  In the event any 
preferential rights to purchase are validly exercised with respect to the 
transfer from Cody to Bargo or from Bargo to Future and Future does not receive 
payment from the party exercising such rights in the amount of the allocated 
value of the affected portion of the Assets, Bargo agrees to indemnify Future 
from any loss as a result of (i) the failure to receive the payment properly due
as the result of the valid exercise of any such preferential rights to purchase,
or (ii) any claim made by the holder of such rights arising out of the failure 
to send such notice and offer such right to purchase prior to the Closing.  
Bargo and Future agree to each use their respective best efforts to resolve 
and/or waive any such objectionable matters to the reasonable satisfaction of 
the parties prior to or within a reasonable time following the Closing.

     5.   Closing.  The closing of the sale from Bargo to Future ("Closing") 
shall occur on or about November 16, 1998 immediately following the Closing 
under the Cody Agreement.  In the event the Closing under the Cody Agreement is 
extended, the Closing under this Agreement shall be automatically extended to 
coincide with the extended date of Closing under the Cody Agreement without the 
requirement of further action by Bargo or Future; provided, however, in no event
shall the date of Closing be extended to a date later than November 30, 1998 
without Future's written consent.  Bargo shall convey the Assets to Future by an
instrument of conveyance in the form of the Assignment, Conveyance and Bill of 
Sale attached hereto as Exhibit II.

     6.  Assumption and Indemnity.  Except as provided in the immediately 
succeeding paragraph in this Section 6, upon Closing, as a part of the 
consideration for the purchase of the Assets, Future hereby assumes and agrees 
to comply with and perform prior to default all of the duties, obligations and 
liabilities of Bargo created under or by virtue of the Cody Agreement or 
otherwise with respect to the ownership and/or operation of the Assets.  Future 
further hereby agrees to indemnify and hold Bargo, its partners, affiliates, 
officers, agents and employees harmless from and against any and all claims, 
demands, losses, liabilities, liens, judgments, settlements, suits, causes of 
action, fines, penalties, fees (including, without limitation, attorney's fees),
costs and expenses, whether based on any theory of tort, breach of contract, 
strict liability or statutory liability, arising from, resulting from or related
to the ownership or operation of the Assets, whether arising under the Cody 
Agreement or otherwise.

     Notwithstanding the immediately preceding paragraph in this Section 6, 
Bargo agrees to indemnify and hold Future, its partners, affiliates, officers, 
agents and employees harmless from and against any and all claims, demands, 
losses, liabilities, liens, judgments, settlements, suits, causes of action, 
fines, penalties, fees (including, without limitation, attorney's fees), costs 
and expenses, whether based on any theory of tort, breach of contract, strict 
liability or statutory liability, whether arising under the Cody Agreement or 
otherwise, which are attributable to the gross negligence, fraud or intentional 
and willful misconduct of Bargo in connection with the transactions contemplated
by this Agreement.

     7.  Option to Repurchase.  As a part of the consideration for the purchase 
of the Assets, Future hereby grants to Bargo an exclusive option to repurchase 
the Assets (or such portion thereof as is remaining after the exercise of 
preferential rights to purchase by third parties) exercisable at any time prior 
to the expiration of  ninety (90) days following the Closing of the purchase of 
the Assets by Future from Bargo.  Such option shall be exercisable by delivery 
by Bargo of written notice of exercise to Future on or before the expiration of 
said 90 day period.  The terms of purchase if the option is exercised shall be 
at the same price, with the same Effective Date and on all of the same other 
terms and conditions as are provided in this Agreement, except that Bargo shall 
have no obligation or liability for any torts or breaches of contract committed 
by Future during the period of its ownership of the Assets.  In the event Bargo 
repurchases the Assets, then upon closing of such transaction Bargo shall assume
and agree to comply with and perform prior to default all of the duties, 
obligations and liabilities of Bargo created under or by virtue of the Cody 
Agreement or otherwise with respect to the ownership and/or operation of the 
Assets attributable to the period from and after the effective date of the 
transfer.  In the event Bargo repurchases the Assets, then upon closing of such 
transaction Bargo further hereby agrees to indemnify and hold Future, its 
partners, affiliates, officers, agents and employees harmless from and against 
any and all claims, demands, losses, liabilities, liens, judgments, settlements,
suits, causes of action, fines, penalties, fees (including, without limitation, 
attorney's fees), costs and expenses, whether based on any theory of tort, 
breach of contract, strict liability or statutory liability, arising from, 
resulting from or related to the ownership or operation of the Assets, whether 
arising under the Cody Agreement or otherwise, attributable to the period from 
and after the effective date of the transfer.

     8.  Representations and Warranties of Bargo.  In lieu of the 
representations and warranties contained in Article 6 of the Cody Agreement, 
Bargo represents and warrants to Future as follows:

     (a)  Bargo is a limited partnership duly organized, validly existing 
and in good standing under the laws of the State of Texas, and has all requisite
power and authority to own and lease the properties and assets it currently owns
and leases and to carry on its business as such business is currently conducted.

     (b)  Bargo has all requisite power and authority to execute and 
deliver this Agreement, to consummate the transactions contemplated hereby and 
to perform all the terms and conditions hereof to be performed by it.  The 
execution and delivery of this Agreement by Bargo, the performance by Bargo of 
all the terms and conditions hereof to be performed by it and the consummation 
of the transactions contemplated hereby have been, or will be, duly authorized 
and approved by the requisite partners of Bargo.  This Agreement has been duly 
executed and delivered by Bargo and constitutes the valid and binding obligation
of Bargo, enforceable against it in accordance with its terms, except as such 
enforceability may be limited by bankruptcy, insolvency or other laws relating 
to or affecting the enforcement of creditors' rights generally and general 
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

     (c)  There is no action, suit, proceeding or governmental 
investigation or inquiry pending, or to the knowledge of Bargo, threatened 
against Bargo or its affiliates or subsidiaries that might delay, prevent or 
hinder the consummation of the transactions contemplated hereby.

     (d)  The Cody Agreement is in full force and effect as of the date 
hereof, and Bargo has not transferred any of Bargo's rights or interests in and 
to the Cody Agreement or the Assets prior to the execution of this Agreement.

     9.  Representations and Warranties of Future.  In lieu of the 
representations and warranties contained in Article 7 of the Cody Agreement, 
Future represents and warrants to Bargo as follows:

     (a)  Future is a limited partnership duly organized, validly existing 
and in good standing under the laws of the State of Texas, and has all requisite
power and authority to own and lease the properties and assets it currently owns
and leases and to carry on its business as such business is currently conducted.

     (b)  Future has all requisite power and authority to execute and 
deliver this Agreement, to consummate the transactions contemplated hereby and 
to perform all the terms and conditions hereof to be performed by it.  The 
execution and delivery of this Agreement by Future, the performance by Future of
all the terms and conditions hereof to be performed by it and the consummation 
of the transactions contemplated hereby have been duly authorized and approved 
by the requisite partners of Future.  This Agreement has been duly executed and 
delivered by Future and constitutes the valid and binding obligation of Future, 
enforceable against it in accordance with its terms, except as such 
enforceability may be limited by bankruptcy, insolvency or other laws relating 
to or affecting the enforcement of creditors' rights generally and general 
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

     (c)  There is no action, suit, proceeding or governmental 
investigation or inquiry pending, or to the knowledge of Future, threatened 
against Future or its affiliates or subsidiaries that might delay, prevent or 
hinder the consummation of the transactions contemplated hereby.

     10.  Notices.  All notices and other communications required or permitted 
under this Agreement shall be in writing and shall be deemed to have been duly 
made if delivered by (i) personal delivery, (ii) recognized third party 
messenger or overnight delivery service, (iii) telecopy or facsimile 
transmission, or (iv) deposit into the custody of the United States Postal 
Service, postage prepaid, first class certified mail, return receipt requested.
Notice given in accordance herewith shall be effective upon receipt at the 
address of the addressee.  For purposes of notice, the addresses of the parties 
shall be as follows:


All notices to Bargo shall be delivered to:

Bargo Energy Resources, Ltd.
700 Louisiana Street, Suite 3700
Houston, Texas  77002
Attention:  Mr. Tim J. Goff

Phone:  (713) 236-9792
Fax:  (713) 236-9799


All notices to Future shall be delivered to:

Future Acquisition 1995 Ltd.
2351 W. Northwest Highway, Suite 2130
Dallas, Texas 75220
Attention: Mr. B. Carl Price

Phone:  (214) 350-7602
Fax:  (214) 350-8382

     11.  Amendments.  This Agreement may not be amended nor any rights 
hereunder waived except by an instrument in writing signed by the party to be 
charged with such amendment or waiver and delivered by such party to the party 
claiming the benefit of such amendment or waiver.

     12.  Headings.  The headings of the articles and sections of this Agreement
are for guidance and convenience of reference only and shall not limit or 
otherwise affect any of the terms or provisions of this Agreement.

     13.  Counterparts.  This Agreement may be executed by in any number of 
counterparts, each of which shall be deemed an original instrument, but all of 
which together shall constitute but one and the same instrument.

     14.  References.  References made in this Agreement, including use of a 
pronoun, shall be deemed to include, where applicable, masculine, feminine, 
neuter, singular or plural, individuals, partnerships or corporations.  As used 
in this Agreement, "person" shall mean any natural person, corporation, 
partnership, trust, estate or other entity.

     15.  Governing Law.  This Agreement and the transactions contemplated 
hereby shall be construed in accordance with, and governed by, the laws of the 
State of Texas.

     16.  Entire Agreement.  This Agreement (including the Exhibits hereto) 
constitutes the entire understanding among the parties with respect to the 
subject matter hereof, superseding all negotiations, prior discussions and prior
agreements and understandings relating to such subject matter.

     17.  Parties in Interest.  This Agreement shall be binding upon and shall 
inure to the benefit of, the parties hereto and, except as otherwise prohibited,
their respective successors and assigns; and except as otherwise stated herein, 
nothing contained in this Agreement, or implied herefrom, is intended to confer 
upon any other person or entity any benefits, rights or remedies.

     18.  Assignment.  Except as otherwise provided herein, the parties may 
assign all or any portion of their respective rights or delegate any portion of 
their duties hereunder, so long as the respective assigning parties remain 
liable for the performance of their obligations hereunder.

     19.  Public Announcements.  The parties hereto agree that prior to making 
any public announcement or statement with respect to the transactions 
contemplated by this Agreement, the party desiring to make such public 
announcement or statement shall consult with the other party hereto and exercise
their best efforts to agree upon the text of a joint public announcement or 
statement to be made solely by one party, as the case may be; provided, however,
if either party is required by law, by a listing agreement, or by the rules and 
regulations of any securities exchange to make such public announcement or 
statement, then the same may be made without the approval of the other party. 
The opinion of counsel of either party shall be conclusive evidence of such 
requirement.

     20.  Severability.  If a court of competent jurisdiction determines that 
any clause or provision of this Agreement is void, illegal or unenforceable, the
other clauses and provisions of the Agreement shall remain in full force and 
effect and the clauses and provisions which are determined to be void, illegal 
unenforceable shall be limited so that they shall remain in effect to the extent
permissible by law.

     [The remainder of this page is intentionally left blank]

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 
date set forth above.

BARGO ENERGY RESOURCES, LTD.

By: Bargo Operating Company, Inc., its
General Partner



By /s/ Tim J. Goff                            
Tim J. Goff, President



FUTURE ACQUISITION 1995 LTD.

By: Future Petroleum Corporation, its
General Partner



By /s/ Carl Price                           
Name: B. Carl Price                                 
Title:  President            
                                    

                                       EXHIBIT I


              [Please contact the Company for a copy of Cody Agreement]

                                      EXHIBIT II

Recording requested by and
when recorded return to:

Mr. S. Michael Gibson
Bargo Energy Resources, Ltd.
700 Louisiana Street, Suite 3700
Houston, Texas 77002





                          ASSIGNMENT, CONVEYANCE AND BILL OF SALE

THE STATE OF          )
                      )SS.
COUNTY OF             )

     WHEREAS, reference is made to that certain Assignment, Bill of Sale and 
Conveyance dated effective August 1, 1998 (a copy of which is attached hereto as
Annex I and incorporated herein for all purposes), from Cody Energy, Inc. [or 
Cody Texas, L.P., as appropriate] to BARGO ENERGY RESOURCES, LTD., a Texas 
limited partnership (herein called "Assignor"), wherein certain properties, 
rights and interests (herein called the "Cody Interests") were conveyed to 
Assignor;

     NOW, THEREFORE, for Ten Dollars and other good and valuable consideration, 
the receipt and sufficiency of which are hereby acknowledged, Assignor does 
hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER and DELIVER unto
FUTURE ACQUISITION 1995 LTD., a Texas limited partnership, whose mailing address
is 2351 W. Northwest Highway, Suite 2130, Dallas, Texas 75220 (herein called 
"Assignee"), all of the Cody Interests.

     TO HAVE AND TO HOLD the Cody Interests unto the Assignee, its successors 
and assigns, forever.

     Assignor agrees to warrant and forever defend title to the Cody Interests 
unto Assignee, its successors and assigns, from and against the claims and 
demands of all persons claiming, or to claim the same, or any part thereof, by, 
through or under Assignor, but not otherwise.  This Assignment, Conveyance and 
Bill of Sale is made with full substitution and subrogation of Assignee in and 
to all representations, covenants and warranties of title heretofore given or 
made by Assignor's predecessors in title with respect to the Cody Interests.

     Assignor agrees to execute and deliver to Assignee, from time to time, all 
such other and additional instruments, notices, division orders, transfer orders
and other documents, and to do all such other and further acts and things as may
be necessary to more fully and effectively grant, convey and assign to Assignee 
the rights, titles, interests and estates conveyed to Assignee hereby or 
intended 
so to be.

This Assignment, Conveyance and Bill of Sale is being executed in multiple 
counterparts, all of which are identical.  All of such counterparts taken 
together shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Assignment, Conveyance and Bill of Sale is dated 
the ________ day of November, 1998, but is made effective as to runs of oil and 
deliveries of gas, and for all other purposes, as of August 1, 1998, at 7:00 
a.m. 
local time at the location of the Cody Interests.

BARGO ENERGY RESOURCES, LTD.

By: Bargo Operating Company, Inc., its
General Partner



By /s/ Tim J. Goff                                    
Tim J. Goff, President


THE STATE OF TEXAS       )
                         )SS.
COUNTY OF HARRIS         )

This instrument was acknowledged before me on the ________ day of November, 
1998, by TIM J. GOFF, President of BARGO OPERATING COMPANY, INC., a Texas 
corporation, on behalf of said corporation in its capacity as the General 
Partner of BARGO ENERGY RESOURCES, LTD., a Texas limited partnership.. 



                                       
                                       
Notary Public in and for
the State of Texas

Printed Name 
____________________________

My Commission Expires 
___________________
     

                                       EXHIBIT 10.02


                        AMENDMENT NO. 1 TO CREDIT AGREEMENT


     THIS AMENDMENT NO. 1 TO  CREDIT AGREEMENT (this "Amendment No. 1"), dated 
as of November 16, 1998, between FUTURE PETROLEUM CORPORATION, a Utah 
corporation (the "Borrower"), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS 
ASSOCIATION,  a national banking association (the "Lender").


                                W I T N E S S E T H:

     WHEREAS, the Borrower and the Lender are parties to the Credit Agreement 
dated as of August 14, 1998 (such agreement, as amended from time to time, 
hereinafter referred to as the "Existing Credit Agreement"); and

     WHEREAS, the Borrower has requested that certain amendments be made to the 
Existing Credit Agreement; and

     WHEREAS, the Lender is willing to make certain amendments to the Existing 
Credit Agreement on the terms and conditions hereinafter provided;

     NOW, THEREFORE, in consideration of the agreements herein contained, the 
parties hereto hereby agree as follows:


                                     ARTICLE I.

                                    DEFINITIONS

     SECTION I.1     Certain Definitions.  The following terms (whether or not 
underscored) when used in this Amendment No. 1 shall have the following 
meanings:

     "Amended Credit Agreement" means the Existing Credit Agreement as amended 
by this Amendment No. 1.

     "Amendment No. 1 Effective Date" has the meaning provided in Section 4.1.

     "Cody Oil & Gas Properties" means those Oil & Gas Properties to be 
acquired by the Borrower in an Acquisition, as more particularly described in 
Schedule II to this Amendment No. 1.

     SECTION I.2     Other Definitions.  Unless otherwise defined or the 
context otherwise requires, terms used herein (including in the preamble and 
recitals hereto) have the meanings provided for in the Existing Credit 
Agreement.


                                   ARTICLE II.

                                  AMENDMENTS TO
                            EXISTING CREDIT AGREEMENT

     Effective on the Amendment No. 1 Effective Date, the Existing Credit 
Agreement is amended in accordance with the terms of this Article II; except as 
so amended, the Existing Credit Agreement shall continue to remain in all 
respects in full force and effect.

     SECTION II.1     Amendments to Recitals.  Subsection (y) of the second 
recital of the Existing Credit Agreement is amended to read "$27,500,000".

     SECTION II.2     Amendments to Section 1.1.  

     (a)     A new definition of "Amendment No. 1 Effective Date" is inserted 
     in alphabetical order in Section 1.1 of the Existing Credit Agreement as 
     follows:

     "Amendment No. 1 Effective Date" shall have the meaning 
     assigned to such term in Section 4.1 of the Amendment No. 1 to 
     Credit Agreement dated as of November 16, 1998 between Borrower and 
     Lender."

     (b)     The definition of "Borrowing Base" in the Existing Credit 
     Agreement is amended by deleting the amount "$10,500,000" and inserting in 
     its place the amount "$24,775,000".

     (c)     The definition of "Commitment Amount" in the Existing Credit 
     Agreement is amended by deleting the amount "$20,000,000" and inserting in 
     its place the amount "$27,500,000".

     (d)     The definition of "Unavailable Commitment" in the Existing Credit 
     Agreement is amended by deleting the amount "$20,000,000" and inserting in 
     its place the amount "$27,500,000".

     SECTION II.3     Amendments to Certain Exhibits and Schedules.

     (a)     Schedule I to the Existing Credit Agreement is deleted and 
     a new Schedule I in the form shown in Schedule I hereto is inserted in its 
     place.

     (b)     Exhibit A to the Existing Credit Agreement is deleted and a 
     new Exhibit A in the form shown in Exhibit A hereto is inserted in its 
     place.


                                    ARTICLE III.

                         REPRESENTATIONS AND WARRANTIES

     In order to induce the Lender to make the amendments provided for in 
Article II, the Borrower hereby: 

     (a)     acknowledges and agrees that, immediately prior to the 
     Amendment No. 1 Effective Date, the aggregate outstanding principal amount 
     of all Loans is $19,500,000;
 
     (b)     represents and warrants that the Borrower has full power and 
     authority to execute, deliver and perform its obligations under this 
     Amendment No. 1 and all other Loan Documents delivered to the Lender in 
     connection herewith, and this Amendment No. 1 and all such Loan Documents 
     are the legally valid and binding obligations of the Borrower, enforceable 
     against the Borrower in accordance with their respective terms;

     (c)     represents and warrants, that each of the representations 
     and warranties contained in the Existing Credit Agreement and in the other 
     Loan Documents is true and correct as of the date hereof as if made on the 
     date hereof (except, if any such representation and warranty relates to an 
     earlier date, such representation and warranty shall be true and correct 
     in all material respects as of such earlier date) and the Borrower has 
     performed each of the covenants and agreements in the Existing Credit 
     Agreement and the other Loan Documents required to be performed by the 
     Borrower as of the date hereof; and

     (d)     represents and warrants that there is no Default or Event of 
     Default by the Borrower or any other Obligor under the Existing Credit 
     Agreement or any other Loan Document and no event exists which, with the 
     giving of notice or the passage of time or both, would give rise to a 
     Default or Event of Default by the Borrower or any other Obligor under the 
     Existing Credit Agreement or any Loan Document.
 

                                  ARTICLE IV.

                          CONDITIONS TO EFFECTIVENESS

     SECTION IV.1     Effective Date.  This Amendment No. 1 shall become 
effective on November 16, 1998, or, if later, the date (herein called the 
"Amendment No. 1 Effective Date") when the conditions set forth in this Section 
4.1 have been satisfied.

     (a)     Execution of Counterparts.  The Lender shall have received 
     counterparts of this Amendment No. 1 duly executed and delivered on behalf 
     of the Borrower and the Lender.

     (b)     Delivery of Replacement Note.  The Lender shall have 
     received the Amended and Restated Secured Promissory Note (being one of 
     the Notes), substantially in the form of Exhibit A hereto, duly executed 
     and delivered by the Borrower.

     (c)     First Amendment to Guaranties.  The Lender shall have 
     received counterparts of the First Amendment to Guaranty, substantially in 
     the form of Exhibit B hereto, duly executed and delivered by each of the 
     Borrower's Subsidiaries.

     (d)     First Amendment to Pledge Agreements.  The Lender shall have 
     received counterparts of the First Amendment to Pledge Agreement, 
     substantially in the form of Exhibit C hereto, duly executed and delivered 
     by each of the Borrower, EnCap 1994, EnCap PLC, Bargo, Price, Reynolds, 
     Future Texas and Future Nevada.

     (e)     First Amendment to Security Agreements.  The Lender shall 
     have received counterparts of the First Amendment to Security Agreement, 
     substantially in the form of Exhibit D hereto, duly executed and delivered 
     by each of the Borrower, Future California, Future Texas, Future Nevada, 
     Future 1995, BMC and NCI.

     (f)     Mortgages.  The Lender shall have received counterparts of 
     (i) a Mortgage encumbering the Cody Oil & Gas Properties, and (ii) 
     supplemental Mortgages or amendments to Mortgages, substantially in the 
     forms of Exhibit E hereto, encumbering the remaining portion of the 
     Mortgaged Properties, in each case dated as of a date on or before such 
     Borrowing, duly executed by the Borrower and its Subsidiaries, as 
     applicable, together with

     (i)     evidence of the completion (or satisfactory 
     arrangements for the completion) of all recordings and filings of 
     such Mortgages as may be necessary or, in the reasonable opinion of 
     the Lender, desirable effectively to create a valid, perfected first 
     priority Lien against the Properties purported to be covered 
     thereby;

     (ii)     favorable mortgagee's title opinions in favor of the 
     Lender (in form and substance and issued by title counsel reasonably 
     satisfactory to the Lender), with respect to the Property purporting 
     to be covered by such Mortgages, setting forth the working interest 
     and net revenue interest of the Borrower in such Properties and 
     opining that the Borrower's title to such property is good and 
     marketable and valid and that the interests created by such 
     Mortgages constitute valid first Liens thereon free and clear of all 
     defects and encumbrances other than as approved by the Lender; and

     (iii)     such other approvals, opinions, or documents as the 
     Lender may reasonably request.

     (g)     Opinions of Counsel.  The Lender shall have received 
     opinions, dated a date on or before such Borrowing and addressed to the 
     Lender, from

     (i)     Kruse, Landa & Maycock, LLC, counsel to the Borrower 
     and its Subsidiaries, substantially in the form of Exhibit F hereto; 
     and

     (ii)    Special title counsel to the Borrower, who 
     shall be reasonably acceptable to the Lender, as to the Cody 
     Oil & Gas Properties, substantially in the form of Exhibit G 
     hereto.

     (h)     Engineering Report.  The Lender shall have received an 
     Engineering Report, as to the Mortgaged Properties, including the Cody Oil 
     & Gas Properties, in form and substance satisfactory to the Lender.

     (i)     Resolutions.  The Lender shall have received from the  
     Borrower a certificate of the Secretary of the Borrower, as to resolutions 
     or other authorizing action of the Borrower and its Subsidiaries, 
     authorizing the execution, delivery and performance of Amendment No. 1 and 
     the other Loan Documents executed by it in connection herewith.

     (j)     Amendment Fee.  The Lender shall have received an amendment 
     fee equal to $25,000.00.

     (k)     Fees, Expenses, etc.  The Lender shall have received all 
     reasonable costs and expenses due and payable pursuant to Sections 3.3 and 
     10.3 of the Existing Credit Agreement, if then invoiced, including fees 
     and expenses of counsel to the Lender.

     (l)     Legal Details, etc.  All documents executed or submitted 
     pursuant hereto, and all legal matters incident thereto, shall be 
     satisfactory in form and substance to the Lender and its counsel.

     SECTION IV.2     Expiration.  If all of the conditions set forth in 
Section 4.1 hereof shall not have been satisfied on or prior to December 15, 
1998, the agreements of the parties contained in this Amendment No. 1 shall, 
unless otherwise agreed by the Lender, terminate effective immediately on such 
date and without further action.

                                      ARTICLE V.

                               COVENANTS OF THE BORROWER

     SECTION V.1     On or before November 30, 1998, the Borrower shall deliver 
to the Lender the Phase I environmental assessments prepared by an engineering 
firm reasonably satisfactory to the Lender with respect to the Cody Oil & Gas 
Properties, a completed environmental disclosure questionnaire and such other 
information with respect to the ownership and past use of such Oil & Gas 
Properties as the Lender may reasonably request, all of which shall be 
satisfactory in form, substance and scope to the Lender.


                                      ARTICLE VI.

                                     MISCELLANEOUS

     SECTION VI.1     Loan Document Pursuant to Existing Credit Agreement.  
This Amendment No. 1 is a Loan Document executed pursuant to the Existing Credit
Agreement.  Except as expressly amended or waived hereby, all of the 
representations, warranties, terms, covenants and conditions contained in the 
Existing Credit Agreement and each other Loan Document shall remain unamended 
and in full force and effect.  The amendments set forth herein shall be limited 
precisely as provided for herein and shall not be deemed to be a waiver of, 
amendment of, consent to or modification of any other term or provision of the 
Existing Credit Agreement or of any term or provision of any other Loan Document
or of any transaction or further or future action on the part of the Borrower or
which would require the consent of the Lender under the Existing Credit 
Agreement or any other Loan Document.

     SECTION VI.2     Counterparts, etc.  This Amendment No. 1 may be executed 
by the parties hereto in several counterparts, each of which shall be deemed to 
be an original and all of which shall constitute together but one and the same 
agreement with the same effect as if all parties hereto had signed the same 
signature page.  Any signature page of this Amendment No. 1 may be detached from
any identical counterpart of this Amendment No. 1 having attached to it one or 
more additional signature pages.

     SECTION VI.3     GOVERNING LAW; ENTIRE AGREEMENT.  THIS AMENDMENT NO. 1 
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF ILLINOIS.

     SECTION VI.4     Titles and Headings.  The titles and headings of the 
Sections of this Amendment No. 1 are intended for convenience only and shall not
in any way affect the meaning or construction of any provision of this Amendment
No. 1.

     SECTION VI.5     Changes and Modifications in Writing.  No provision of 
this Amendment No. 1 may be changed or modified except by an instrument in 
writing signed by the party against whom enforcement of the change or 
modification is sought.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to 
be executed by their respective officers hereunto duly authorized as of the day 
and year first above written.

BORROWER

FUTURE PETROLEUM CORPORATION, a Utah 
corporation

By: /s/ Carl Price    
Name:  B. Carl Price    
Title:  President

LENDER
       BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION 


By: /s/ Richard A. Bernardy    
Title:  Vice President   
     



                                    Schedule I to
                                 Amendment No. 1 to
                                  Credit Agreement

     
                                 Disclosure Schedule


 
                                    Schedule II to
                                  Amendment No. 1 to
                                   Credit Agreement

     
     Description of Cody Oil and Gas Properties
     [Please contact the Company]



                                     Exhibit A to
                                  Amendment No. 1 to
                                   Credit Agreement


                           Form of Replacement Note


                             AMENDED AND RESTATED
                            SECURED PROMISSORY NOTE



$27,500,000.00                                         November 16, 1998


     FOR VALUE RECEIVED, the undersigned, FUTURE PETROLEUM CORPORATION, a Utah 
corporation (the "Borrower"), promises to pay to the order of BANK OF AMERICA 
NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association (the 
"Lender") on August 14, 2003, the principal sum of TWENTY-SEVEN MILLION, FIVE 
HUNDRED THOUSAND DOLLARS ($27,500,000.00) or, if less, the aggregate unpaid 
principal amount of all Loans shown on the schedule attached hereto (and any 
continuation thereof) made by the Lender pursuant to that certain Credit 
Agreement, dated as of August 14, 1998, as amended by that certain Amendment No.
1 to Credit Agreement dated as of November 16, 1998 (together with all 
amendments and other modifications, if any, from time to time thereafter made 
thereto, the "Credit Agreement"), among the Borrower and the Lender.

     The Borrower also promises to pay interest on the unpaid principal amount 
hereof from time to time outstanding from the date hereof until maturity 
(whether by acceleration or otherwise) and, after maturity, until paid, at the 
rates per annum and on the dates specified in the Credit Agreement.

     Payments of both principal and interest are to be made in lawful money of 
the United States of America in same day or immediately available funds to the 
account designated by the Lender pursuant to the Credit Agreement.

     This Note amends and restates in their entirety those notes previously 
made and  given by the Borrower to the Lender as more particularly described in 
the Credit Agreement.

     This Note is one of the Notes referred to in, and evidences Indebtedness 
incurred under, the Credit Agreement, to which reference is made for a 
description of the security for this Note and for a statement of the terms and 
conditions on which the Borrower is permitted and required to make prepayments 
and repayments of principal of the Indebtedness evidenced by this Note and on 
which such Indebtedness may be declared to be immediately due and payable.  
Unless otherwise defined, terms used herein have the meanings provided in the 
Credit Agreement.

     All parties hereto, whether as makers, endorsers, or otherwise, severally 
waive presentment for payment, demand, protest and notice of dishonor.

     THIS NOTE HAS BEEN DELIVERED IN CHICAGO, ILLINOIS AND SHALL BE DEEMED TO 
BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF 
ILLINOIS.


FUTURE PETROLEUM CORPORATION, a Utah 
corporation



By:   /s/ Carl Price  
Name: B. Carl Price    
Title: President    

                          LOANS AND PRINCIPAL PAYMENTS


                                 Exhibit B to
                              Amendment No. 1 to
                              Credit Agreement


                         Form of First Amendment to Guaranty


                           FIRST AMENDMENT TO GUARANTY


     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among Future Petroleum Corporation, a Utah 
corporation ("Guarantor"), and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),


                                 W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;
 
     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


FUTURE PETROLEUM CORPORATION,
a Utah corporation


By: /s/ Carl Price    
Name: B. Carl Price
Title: President



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By: /s/ Richard A. Bernardy     
Name: Richard A. Bernardy    
Title:  Vice President    

                           FIRST AMENDMENT TO GUARANTY


     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among Future CAL-TEX Corporation, a Texas 
corporation ("Guarantor"), and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),


                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


FUTURE CAL-TEX CORPORATION,
a Texas corporation


By:  /s/ Carl Price   
Name: B. Carl Price    
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy    
Title:  Vice President    

                           FIRST AMENDMENT TO GUARANTY


     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among Future Petroleum Corporation, a Texas 
corporation ("Guarantor"), and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),


                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


FUTURE PETROLEUM CORPORATION,
a Texas corporation


By: /s/ Carl Price    
Name: B. Carl Price    
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy    
Title:  Vice President   

                          FIRST AMENDMENT TO GUARANTY


     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among Future Energy Corporation, a Nevada 
corporation ("Guarantor"), and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),


                              W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


FUTURE ENERGY CORPORATION,
a Nevada corporation


By:/s/ Carl Price     
Name: B. Carl Price    
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy    
Title:  Vice President   

                            FIRST AMENDMENT TO GUARANTY


     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among Future Acquisition 1995 Ltd., a Texas 
limited partnership ("Guarantor"), and Bank of America National Trust and 
Savings Association, a national banking association (the "Lender"),


                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

      5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


FUTURE ACQUISITION 1995 LTD.,
a Texas limited partnership


By: /s/ Carl Price    
Name: B. Carl Price     
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy    
Title:  Vice President     

                         FIRST AMENDMENT TO GUARANTY


     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among BMC Development No. 1 Limited 
Partnership, a Texas limited partnership ("Guarantor"), and Bank of America 
National Trust and Savings Association, a national banking association (the 
"Lender"),


                             W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP,
a Texas limited partnership


By:/s/ Carl Price     
Name: B. Carl Price     
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:  /s/ Richard A. Bernardy   
Name: Richard A. Bernardy    
Title: Vice President   

                             FIRST AMENDMENT TO GUARANTY


     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among NCI Shawnee L.P., a Texas limited 
partnership ("Guarantor"), and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),


                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


NCI SHAWNEE L.P.,
a Texas limited partnership


By: /s/ Carl Price    
Name: B. Carl Price    
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy    
Title:  Vice President    




                 




                                  Exhibit C to
                             Amendment No. 1 to
                              Credit Agreement


               Form of First Amendment to Pledge Agreement


                     FIRST AMENDMENT TO PLEDGE AGREEMENT


     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Future Petroleum 
Corporation, a Utah corporation ("Pledgor"), and Bank of America National 
Trust and Savings Association, a national banking association (the "Lender"),


                                 W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page
of this First Amendment may be detached from any identical counterpart of
this First Amendment having attached to it one or more additional signature
pages.

    6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

    7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

    8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

    IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.


FUTURE PETROLEUM CORPORATION,
a Utah corporation



By:   /s/ Carl Price  
Name: B. Carl Price    
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:  /s/ Richard A. Bernardy   
Name:  Richard A. Bernardy   
Title:  Vice President   

                     FIRST AMENDMENT TO PLEDGE AGREEMENT


     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Future CAL-TEX Corporation, 
a Texas corporation ("Pledgor"), and Bank of America National Trust and 
Savings Association, a national banking association (the "Lender"),


                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.


FUTURE CAL-TEX CORPORATION,
a Texas corporation



By: /s/ Carl Price    
Name: B. Carl Price    
Title:  President     



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:  /s/ Richard A. Bernardy     
Name:  Richard A. Bernardy     
Title:  Vice President   

                        FIRST AMENDMENT TO PLEDGE AGREEMENT


     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Future Petroleum 
Corporation, a Texas corporation ("Pledgor"), and Bank of America National 
Trust and Savings Association, a national banking association (the "Lender"),


                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.


FUTURE PETROLEUM CORPORATION,
a Texas corporation



By:  /s/ Carl Price   
Name: B. Carl Price    
Title:   President  



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy    
Title:  Vice President   

                        FIRST AMENDMENT TO PLEDGE AGREEMENT


     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Future Energy Corporation, 
a Nevada corporation ("Pledgor"), and Bank of America National Trust and 
Savings Association, a national banking association (the "Lender"),


                               W I T N E S S E T H:
 
     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.


FUTURE ENERGY CORPORATION,
a Nevada corporation



By: /s/ Carl Price    
Name: B. Carl Price    
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:  /s/ Richard A. Bernardy   
Name: Richard A. Bernardy    
Title:  Vice President    

                           FIRST AMENDMENT TO PLEDGE AGREEMENT


     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Future Acquisition 1995 
Ltd., a Texas limited partnership ("Pledgor"), and Bank of America National 
Trust and Savings Association, a national banking association (the "Lender"),


                                 W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.


FUTURE ACQUISITION 1995 LTD.,
a Texas limited partnership



By:  /s/ Carl Price   
Name: B. Carl Price    
Title:  President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By: /s/ Richard A. Bernardy    
Name:  Richard A. Bernardy   
Title:  Vice President   

                          FIRST AMENDMENT TO PLEDGE AGREEMENT


     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among BMC Development No. 1 
Limited Partnership, a Texas limited partnership ("Pledgor"), and Bank of 
America National Trust and Savings Association, a national banking association 
(the "Lender"),


                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.


BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP,
a Texas limited partnership



By:  /s/ Carl Price   
Name: B. Carl Price    
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy  
Title:  Vice President    

                          FIRST AMENDMENT TO PLEDGE AGREEMENT


     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among NCI Shawnee L.P., a Texas 
limited partnership ("Pledgor"), and Bank of America National Trust and 
Savings Association, a national banking association (the "Lender"),


                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

    2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

    3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

    4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

    4.1     Pledgor has full power and authority to execute, deliver and 
    perform its obligations under this First Amendment and all other 
    Loan Documents delivered to the Lender in connection herewith, and 
    this First Amendment and all such Loan Documents are the legally 
    valid and binding obligations of Pledgor, enforceable against 
    Pledgor in accordance with their respective terms;

    4.2     The representations and warranties made and given by Pledgor in 
    the Pledge Agreement and the other Loan Documents are true and 
    correct as of the date hereof and Pledgor has performed each of 
    the covenants and agreements in the Pledge Agreement and the other 
    Loan Documents required to be performed by Pledgor as of the date 
    hereof; and

    4.3     To Pledgor's best knowledge, there is no Default or Event of 
    Default by Borrower or any other Obligor under the Credit 
    Agreement, the Credit Agreement or any other Loan Document and no 
    event exists which, with the giving of notice or the passage of 
    time or both, would give rise to a Default or Event of Default by 
    Borrower or any other Obligor under the Credit Agreement or any 
    Loan Document.

    5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

    6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

    7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

    8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

    IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.


NCI SHAWNEE L.P.,
a Texas limited partnership



By:   /s/ Carl Price  
Name: B. Carl Price    
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By: /s/ Richard A. Bernardy    
Name:  Richard A. Bernardy   
Title:  Vice President    

                          FIRST AMENDMENT TO PLEDGE AGREEMENT


     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among EnCap Equity 1994 Limited 
Partnership, a Texas limited partnership ("Pledgor"), and Bank of America 
National Trust and Savings Association, a national banking association (the 
"Lender"),


                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.


ENCAP EQUITY 1994 LIMITED PARTNERSHIP,
a Texas limited partnership



By:     
Name:     
Title:     



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:   /s/ Richard A. Bernardy  
Name: Richard A. Bernardy    
Title:  Vice President   

                          FIRST AMENDMENT TO PLEDGE AGREEMENT


     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Energy Capital Investment 
Company PLC, an English investment company ("Pledgor"), and Bank of America 
National Trust and Savings Association, a national banking association (the 
"Lender"),


                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;
 
     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.


ENERGY CAPITAL INVESTMENT COMPANY PLC,
an English investment company



By:     
Name:     
Title:     



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:   /s/ Richard A. Bernardy  
Name:  Richard A. Bernardy   
Title:  Vice President    

                        FIRST AMENDMENT TO PLEDGE AGREEMENT


     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Bargo Energy Resources, 
Ltd., a Texas limited partnership ("Pledgor"), and Bank of America National 
Trust and Savings Association, a national banking association (the "Lender"),


                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.


BARGO ENERGY RESOURCES, LTD. ,
a Texas limited partnership



By:   /s/ Tim J. Goff  
Name: Tim J. Goff    
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:   /s/ Richard A. Bernardy 
Name:  Richard A. Bernardy    
Title: Vice President    


FIRST AMENDMENT TO PLEDGE AGREEMENT


     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among B. Carl Price,  
("Pledgor"), and Bank of America National Trust and Savings Association, a 
national banking association (the "Lender"),

   
                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 18, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.




By: /s/ Carl Price     
Name: B. CARL PRICE



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By: /s/ Richard A. Bernardy
Name: Richard A. Bernardy    
Title: Vice President    

                        FIRST AMENDMENT TO PLEDGE AGREEMENT


     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Don Reynolds,  ("Pledgor"), 
and Bank of America National Trust and Savings Association, a national banking 
association (the "Lender"),


                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 18, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.




By: /s/ Don Wm. Reynolds    
Name: DON REYNOLDS




BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By: /s/ Richard A. Bernardy     
Name: Richard A. Bernardy    
Title: Vice President    




                                     Exhibit D to
                                  Amendment No. 1 to
                                   Credit Agreement


                     Form of First Amendment to Security Agreement

                         FIRST AMENDMENT TO SECURITY AGREEMENT


     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between Future Petroleum 
Corporation, a Utah corporation ("Grantor") and Bank of America National Trust 
and Savings Association, a national banking association (the "Lender"),


                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 

     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


FUTURE PETROLEUM CORPORATION,
a Utah corporation


By:   /s/ Carl Price  
Name: B. Carl Price    
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:   /s/ Richard A. Bernardy  
Name:  Richard A. Bernardy   
Title: Vice President    

                          FIRST AMENDMENT TO SECURITY AGREEMENT


     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between Future CAL-TEX Corporation,
a Texas corporation ("Grantor") and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),


                                 W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 
     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


FUTURE CAL-TEX CORPORATION,
a Texas corporation


By:   /s/ Carl Price  
Name: B. Carl Price    
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:   /s/ Richard A. Bernardy  
Name:  Richard A. Bernardy   
Title: Vice President    

                          FIRST AMENDMENT TO SECURITY AGREEMENT


     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between Future Petroleum 
Corporation, a Texas corporation ("Grantor") and Bank of America National Trust 
and Savings Association, a national banking association (the "Lender"),


                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 
     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


FUTURE PETROLEUM CORPORATION,
a Texas corporation


By:   /s/ Carl Price  
Name:  B. Carl Price   
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:   /s/ Richard A. Bernardy    
Name:  Richard A. Bernardy   
Title: Vice President    

                          FIRST AMENDMENT TO SECURITY AGREEMENT


     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between Future Energy Corporation, 
a Nevada corporation ("Grantor") and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),


                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 
     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


FUTURE ENERGY CORPORATION,
a Nevada corporation


By:   /s/ Carl Price  
Name:  B. Carl Price   
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:    /s/ Richard A. Bernardy 
Name:   Richard A. Bernardy  
Title:  Vice President   

                         FIRST AMENDMENT TO SECURITY AGREEMENT


     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between Future Acquisition 1995 
Ltd., a Texas limited partnership ("Grantor") and Bank of America National Trust
and Savings Association, a national banking association (the "Lender"),


                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 
     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.
 
     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


FUTURE ACQUISITION 1995 LTD.,
a Texas limited partnership


By:   /s/ Carl Price  
Name:  B. Carl Price   
Title: President   



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:   /s/ Richard A. Bernardy  
Name:  Richard A. Bernardy   
Title: Vice President    

                        FIRST AMENDMENT TO SECURITY AGREEMENT


     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between BMC Development No. 1 
Limited Partnership, a Texas limited partnership ("Grantor") and Bank of America
National Trust and Savings Association, a national banking association (the 
"Lender"),


                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 
     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.
 
     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

    IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP,
a Texas limited partnership


By:   /s/ Carl Price  
Name:  B. Carl Price   
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:   /s/ Richard A. Bernardy  
Name:  Richard A. Bernardy   
Title: Vice President    

                       FIRST AMENDMENT TO SECURITY AGREEMENT


     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between NCI Shawnee L.P., a Texas 
limited partnership ("Grantor") and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),


                              W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 
     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.
 
     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


NCI SHAWNEE L.P.,
a Texas limited partnership


By:   /s/ Carl Price  
Name:  B. Carl Price   
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:    /s/ Richard A. Bernardy 
Name:   Richard A. Bernardy  
Title:  Vice President   



                




                                  Exhibit E to
                               Amendment No. 1 to
                                Credit Agreement


                                 Form of Mortgage


      
                    MORTGAGE, DEED OF TRUST, ASSIGNMENT, SECURITY
                  AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING

                                     FROM

                          FUTURE ACQUISITION 1995 LTD.
                         (Taxpayer I.D. No. 75-2630182)
                    BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP
                         (Taxpayer I.D. No. 75-2648720)
                         NCI-SHAWNEE LIMITED PARTNERSHIP
                         (Taxpayer I.D. No. 75-2563029)

                                      TO

                         Richard A. Bernardy, Trustee

                                      AND

                            John H. Homier, Trustee

                                      AND

                BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
                         (Taxpayer I.D. No. 94-1687665),
                              for itself and as Agent

                         Dated as of November 18, 1998  

                                                                              
                                       

"THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS."

"THIS INSTRUMENT SECURES PAYMENT OF FUTURE ADVANCES."

"THOSE PORTIONS OF THE MORTGAGED PROPERTY WHICH ARE MINERALS OR OTHER 
SUBSTANCES OF VALUE WHICH MAY BE EXTRACTED FROM THE EARTH (INCLUDING, WITHOUT 
LIMITATION, OIL AND GAS), AND THE ACCOUNTS RELATING THERETO, WILL BE FINANCED 
AT THE WELLHEADS OF THE WELLS LOCATED ON THE PROPERTIES DESCRIBED IN EXHIBIT A 
HERETO, AND THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER 
PLACES, IN THE REAL ESTATE RECORDS."


"THE MORTGAGOR HAS AN INTEREST OF RECORD IN THE REAL ESTATE CONCERNED, WHICH 
IS DESCRIBED IN EXHIBIT A HERETO."

"SOME OF THE PERSONAL PROPERTY CONSTITUTING A PORTION OF THE MORTGAGED 
PROPERTY IS OR IS TO BE AFFIXED TO THE PROPERTIES DESCRIBED IN EXHIBIT A 
HERETO AND THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER 
PLACES, IN THE REAL ESTATE RECORDS."

"A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE.  A POWER OF SALE MAY ALLOW 
THE MORTGAGEE TO TAKE THE MORTGAGED PROPERTY AND SELL IT WITHOUT GOING TO 
COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE MORTGAGOR UNDER THIS 
MORTGAGE."

"THE SECURED PARTIES ARE NOT A SELLER OR PURCHASE MONEY LENDER OF THE 
COLLATERAL."

THIS INSTRUMENT WAS PREPARED BY AND
WHEN RECORDED AND/OR FILED
RETURN TO:

Kevin L. Shaw, Esq.
Mayer, Brown & Platt
350 South Grand Avenue
Suite 2500
Los Angeles, California  90071

                  MORTGAGE, DEED OF TRUST, ASSIGNMENT, SECURITY
                 AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING


THIS MORTGAGE, DEED OF TRUST, ASSIGNMENT, SECURITY AGREEMENT, FINANCING 
STATEMENT AND FIXTURE FILING, dated as of November 18, 1998, is from  FUTURE 
ACQUISITION 1995 LTD., a Texas limited partnership, BMC DEVELOPMENT NO. 1 
LIMITED PARTNERSHIP, a Texas limited partnership, and NCI-SHAWNEE LIMITED 
PARTNERSHIP, a Texas limited partnership (herein collectively called the 
"Mortgagor"), to Richard H. Bernardy and John H. Homier, of Chicago, Illinois, 
as Trustees (herein collectively called the "Trustees"), and BANK OF AMERICA 
NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association having 
offices at 231 South LaSalle Street, Chicago, Illinois 60697 (herein called 
the "Bank"), for itself and as agent for its Affiliates (defined below).

     1.     FUTURE PETROLEUM CORPORATION, a Utah corporation (the "Borrower") 
and the Bank have entered into a Credit Agreement, dated as of August 14, 
1998, as amended by that certain Amendment No. 1 to Credit Agreement dated as 
of November 16, 1998 (herein, as the same has been and may hereafter be 
amended, modified or supplemented from time to time, called the "Credit 
Agreement"), pursuant to which the Bank has agreed to make loans to the 
Borrower and issue or cause to be issued letters of credit for the benefit of 
the Borrower in amounts not to exceed at any one time outstanding the lesser 
of (x) the Borrowing Base (as defined in the Credit Agreement), and 
(y) $27,500,000; and the Borrower, to evidence its indebtedness to the Bank 
under the Credit Agreement, has executed and delivered to the Bank its amended 
and restated secured promissory note, dated November 16, 1998 (herein called 
the "Loan Note"), in the original principal amount of $27,500,000 to mature on 
August 14, 2003, the Loan Note being payable to the order of the Bank, bearing 
interest at the rates provided for therein, and containing provisions for 
payment of attorneys' fees and acceleration of maturity in the event of 
default, all as therein set forth.

     2.     The Borrower or an Affiliate (as defined in the Credit Agreement) 
of the Borrower has entered into or may enter into certain Hedging Agreements 
(as defined in the Credit Agreement) with the Bank or an Affiliate of the 
Bank, pursuant to the terms of the Credit Agreement.

     3.     The Mortgagor has executed and delivered to the Bank its Guaranty 
(the "Guaranty") pursuant to which the Mortgagor has unconditionally 
guaranteed the prompt payment and performance of all obligations under the 
Credit Agreement.

     4.     It is a condition precedent to the obligation of the Bank to make 
Loans under the Credit Agreement, to issue or cause to be issued letters of 
credit under the Credit Agreement and to the obligations of Bank or its 
Affiliate (as the case may be) under the Hedging Agreements referred to above, 
that the Mortgagor executes and delivers this instrument.

     5.     For all purposes of this instrument, unless the context otherwise 
requires:

     A.     "oil and gas leases" shall include oil, gas and mineral 
     leases, subleases and assignments thereof, operating rights, and shall 
     also include subleases and assignments of operating rights.

     B.     "Hydrocarbons" shall mean oil, gas and other liquid or 
     gaseous hydrocarbons.

     C.     "Production Sale Contracts" shall mean contracts now in 
     effect, or hereafter entered into by the Mortgagor, or entered into by 
     the Mortgagor's predecessors in interest, for the sale, purchase, 
     exchange, gathering, transportation, treating or processing of 
     Hydrocarbons produced from the lands described in Exhibit A attached 
     hereto and made a part hereof.

     D.     "lands described in Exhibit A" shall include any lands 
     which are either described in Exhibit A or the description of which is 
     incorporated in Exhibit A by reference to an instrument or document 
     containing or referring to such a description, and shall also include 
     any lands now or hereafter unitized or pooled with lands which are 
     either described in Exhibit A or the description of which is 
     incorporated in Exhibit A by reference.

     E.     "Operating Equipment" shall mean all surface or subsurface 
     machinery, goods, equipment, fixtures, inventory, facilities, supplies 
     or other property of whatsoever kind or nature (excluding drilling rigs, 
     trucks, automotive equipment or other property taken to the premises to 
     drill a well or for other similar temporary uses) now or hereafter 
     located on or under any of the lands described in Exhibit A which are 
     useful for the production, gathering, treatment, processing, storage or 
     transportation of Hydrocarbons (together with all accessions, additions 
     and attachments to any thereof), including, but not by way of 
     limitation, all oil wells, gas wells, water wells, injection wells, 
     casing, tubing, tubular goods, rods, pumping units and engines, 
     Christmas trees, platforms, derricks, separators, compressors, gun 
     barrels, flow lines, tanks, gas systems (for gathering, treating and 
     compression), pipelines (including gathering lines, laterals and 
     trunklines), chemicals, solutions, water systems (for treating, disposal 
     and injection), steam generation and injection equipment and systems, 
     power plants, poles, lines, transformers, starters and controllers, 
     machine shops, tools, storage yards and equipment stored therein, 
     buildings and camps, telegraph, telephone and other communication 
     systems, roads, loading docks, loading racks and shipping facilities.

     F.     "Mortgaged Property" shall mean the properties, rights and 
     interests hereinafter described and defined as the Mortgaged Property.
 
     G.     "Indebtedness", "Note" and "Notes" shall have the 
     respective meanings set forth in Section 1.2 hereof.

     H.   "Environmental Laws" shall mean any and all present and 
     future United States federal, state and local laws or regulations, 
     codes, plans, orders, decrees, judgments, injunctions and lawfully 
     imposed requirements issued, promulgated or entered thereunder relating 
     to pollution or protection of the environment, including laws relating 
     to reclamation of land and waterways and laws relating to emissions, 
     discharges, releases or threatened releases of pollutants, contaminants, 
     chemicals, or industrial, toxic or hazardous substances or wastes into 
     the environment (including, without limitation, ambient air, surface 
     water, ground water, land surface or subsurface strata) or otherwise 
     relating to the manufacture, processing, distribution, use, treatment, 
     storage, disposal, transport or handling of pollutants, contaminants, 
     chemicals, or industrial, toxic or hazardous substances or wastes.
 
     I.     "Permits" shall mean shall mean all authorizations, 
     approvals, permits, variances, land use entitlements, consents, 
     licenses, franchises and agreements issued by or entered into with a 
     governmental authority now or hereafter required for all stages of 
     exploration, developing, operating, and plugging and abandoning oil & 
     gas wells (including, without limitation, those shown on Exhibit A) on 
     all or any part of the lands described in Exhibit A (or any other lands 
     any production from which, or profits or proceeds from such production, 
     is attributed to any interest in lands or to any interest described in 
     Exhibit A).

     J.     "Water Rights" shall mean (including without limitation 
     those described in Exhibit A hereto) all now or hereafter existing or 
     acquired water and water rights, reservoirs and reservoir rights, 
     ditches and ditch rights, wells and well rights, whether evidenced or 
     initiated by permit, decree, well registration, appropriation not 
     decreed, water court application, shares of stock or other interests in 
     mutual ditch or reservoir companies or carrier ditch or reservoir 
     companies or otherwise, appertaining or appurtenant to or beneficially 
     used or useful in connection with the lands described in Exhibit A, 
     together with all pumps, well casings, wellheads, electrical 
     installations, pumphouses, meters, monitoring wells and systems, 
     measuring devices, pipes, pipelines, and other structures or personal 
     property which are or may be used to produce, regulate, measure, 
     distribute, store, or use water from the said water and water rights, 
     reservoirs and reservoir rights, ditches and ditch rights, wells and 
     well rights. 

     K.     "Uniform Commercial Code" shall mean the Uniform Commercial 
     Code as in effect from time to time in the State of Illinois or any 
     other applicable state, and the terms "Accounts", "Account Debtor", 
     "Chattel Paper", "Contract Rights", "Deposit Accounts", "Documents", 
     "General Intangibles", "Goods", "Equipment", "Fixtures", "Inventory", 
     "Instruments", and "Proceeds" shall have the respective meanings 
     assigned to such terms in the Uniform Commercial Code.

     NOW, THEREFORE, the Mortgagor, for and in consideration of the premises 
and of the debts and trusts hereinafter mentioned, (i) with respect to the 
following described properties, rights and interests which are (a) located in 
or relate to properties located in the States of Texas and Mississippi or (b) 
located within, or relate to properties located within the offshore area over 
which the United States asserts jurisdiction and to which the laws of the 
States of Texas and Mississippi are applicable with respect to this instrument 
and the liens or security interests created hereby, has granted, bargained, 
sold, warranted, mortgaged, assigned, transferred and conveyed, and by these 
presents does grant, bargain, sell, warrant, mortgage, assign, pledge, 
hypothecate, transfer and convey unto the Trustees, in trust, with power of 
sale, for the use and benefit of the Bank, for itself and as agent for its 
Affiliates, all the Mortgagor's right, title and interest, whether now owned 
or hereafter acquired, in and to all of the hereinafter described properties, 
rights and interests; and, insofar as such properties, rights and interests 
consist of equipment, general intangibles, accounts, contract rights, 
inventory, fixtures, proceeds of collateral or any other personal property of 
a kind or character defined in or subject to the applicable provisions of the 
Uniform Commercial Code (as in effect from time to time in the appropriate 
jurisdiction with respect to each of said properties, rights and interests), 
the Mortgagor hereby grants to said Trustees, for the use and benefit of the 
Bank, for itself and as agent for its Affiliates, a security interest therein 
to the full extent of the Mortgagor's legal and beneficial interest therein, 
now owned or hereafter acquired, namely and (ii) with respect to the following 
described properties, rights and interests other than those granted to the 
Trustees in clause (i) above (herein called the "Louisiana Mortgaged 
Property"), as security for the Indebtedness (as defined below) outstanding at 
any time or from time to time, up to the maximum amount outstanding at any 
time or from time to time as set forth in Section 1.4 hereof, does hereby 
mortgage, pledge, hypothecate, collaterally assign and grant a security 
interest to the Bank for itself and as agent for its Affiliates, in all the 
Mortgagor's right, title and interest, whether now owned or hereafter 
acquired, in and to all of the hereinafter described properties, rights and 
interests; and, insofar as such properties, rights and interests consist of 
equipment, general intangibles, accounts, contract rights, inventory, 
fixtures, proceeds of collateral or any other personal property of a kind or 
character defined in or subject to the applicable provisions of the Uniform 
Commercial Code (as in effect from time to time in the appropriate 
jurisdiction with respect to each of said properties, rights and interests), 
the Mortgagor hereby grants to the Bank, for itself and as agent for its 
Affiliates, a security interest therein to the full extent of the Mortgagor's 
legal and beneficial interest therein, now owned or hereafter acquired, 
namely:

     (a)     the lands described in Exhibit A, and the oil and gas 
     leases, the fee, mineral, overriding royalty, royalty and other 
     interests which are described in Exhibit A,

     (b)     the presently existing and (subject to the terms of 
     Section 2.7 hereof) hereafter arising unitization, unit operating, 
     communitization and pooling agreements and the properties covered and 
     the units created thereby (including, without limitation, all units 
     formed under orders, regulations, rules, approvals, decisions or other 
     official acts of any federal, state or other governmental agency having 
     jurisdiction) which are specifically described in Exhibit A or which 
     relate to any of the properties and interests specifically described in 
     Exhibit A,

     (c)     the Hydrocarbons which are in, under, upon, produced or to 
     be produced from or which are attributed or allocated to the lands 
     described in Exhibit A,

     (d)     the Production Sale Contracts,

     (e)     the Operating Equipment,

     (f)     the Permits,

     (g)     the Water Rights,

     (h)     without duplication of any other provision of this 
     granting clause, Equipment, Fixtures and other Goods necessary or used 
     in connection with, and Inventory, Accounts, General Intangibles, 
     Contract Rights, Chattel Paper, Deposit Accounts, Documents, Instruments 
     and Proceeds arising from, or relating to, the properties and other 
     interests described in Exhibit A, and

     (i)  any and all liens and security interests in Hydrocarbons 
     securing the payment of proceeds from the sale of Hydrocarbons, 
     including but not limited to those liens and security interests provided 
     for in Section 9.319 of the Texas Business and Commerce Code or similar 
     statutes of other jurisdictions or any successor statutes.

together with any and all corrections or amendments to, or renewals, 
extensions or ratifications of, or replacements or substitutions for, any of 
the same, or any instrument relating thereto, and all accounts, contracts, 
contract rights, options, nominee agreements, unitization or pooling 
agreements, operating agreements and unit operating agreements, processing 
agreements, farmin agreements, farmout agreements, joint venture agreements, 
partnership agreements (including mining partnerships), exploration 
agreements, bottom hole agreements, dry hole agreements, support agreements, 
acreage contribution agreements, surface use and surface damage agreements, 
net profits agreements, production payment agreements, Hedging Agreements, 
insurance policies, title opinions, title abstracts, title materials and 
information, files, records, writings, data bases, information, systems, logs, 
well cores, fluid samples, production data and reports, well testing data and 
reports, maps, seismic and geophysical, geological and chemical data and 
information, interpretative and analytical reports of any kind or nature 
(including, without limitation, reserve studies and reserve evaluations), 
computer hardware and software and all documentation therefor or relating 
thereto (including, without limitation, all licenses relating to or covering 
such computer hardware, software and/or documentation), trade secrets, 
trademarks, service marks and business names and the goodwill of the business 
relating thereto, copyrights, copyright registrations, unpatented inventions, 
patent applications and patents, rights-of-way, franchises, bonds, easements, 
servitudes, surface leases, permits, licenses, tenements, hereditaments, 
appurtenances, concessions, occupancy agreements, privileges, development 
rights, condemnation awards, claims against third parties, general 
intangibles, rents, royalties, issues, profits, products and proceeds, whether 
now or hereafter existing or arising, used or useful in connection with, 
covering, relating to, or arising from or in connection with, any of the 
aforesaid items (a) through (i), inclusive, in this granting clause mentioned, 
and all other things of value and incident thereto (including, without 
limitation, any and all liens, lien rights, security interests and other 
properties, rights and interests) which the Mortgagor might at any time have 
or be entitled to, all the aforesaid properties, rights and interests, 
(including the Louisiana Mortgaged Property) together with any additions 
thereto which may be subjected to the lien and security interest of this 
instrument by means of supplements hereto, being hereinafter called the 
"Mortgaged Property".

     Subject, however, to (i) the restrictions, exceptions, reservations, 
conditions, limitations, interests and other matters, if any, set forth or 
referred to in the specific descriptions of such properties and interests in 
Exhibit A (including all presently existing royalties, overriding royalties, 
payments out of production and other burdens which are referred to in 
Exhibit A and which are taken into consideration in computing any percentage, 
decimal or fractional interest as set forth in Exhibit A), (ii) the assignment 
of production contained in Article III hereof, but only insofar and so long as 
said assignment of production is not inoperative under the provisions of 
Section 3.5 hereof, and (iii) the condition that neither the Trustees nor the 
Bank shall be liable in any respect for the performance of any covenant or 
obligation (including without limitation measures required to comply with 
Environmental Laws) of the Mortgagor in respect of the Mortgaged Property.

     TO HAVE AND TO HOLD the Mortgaged Property (other than the Louisiana 
Mortgaged Property) unto the Trustees for the benefit of the Bank, for itself 
and as agent for its Affiliates, forever to secure the payment of the 
Indebtedness and to secure the performance of the obligations of the Mortgagor 
herein contained.  

     The Louisiana Mortgaged Property is to remain so specially mortgaged, 
affected and hypothecated unto and in favor of the Bank for itself and as 
agent for its Affiliates to secure payment of the Indebtedness (including the 
performance of the obligations of the Mortgagor herein contained) until full 
and final payment or discharge of the Indebtedness, and the Mortgagor is 
herein and hereby bound and obligated not to sell or alienate the Louisiana 
Mortgaged Property to the prejudice of this act.

     The Mortgagor, in consideration of the premises and to induce the Bank 
to make the loans above described, hereby covenants and agrees with both the 
Trustees and the Bank as follows:


                               ARTICLE I

                          Indebtedness Secured

     I.1     Items of Indebtedness Secured.  The following items of 
indebtedness are secured hereby:

     (a)     The Loan Note (including future advances to be made 
     thereunder by the Bank), the Letter of Credit Outstandings (as defined 
     in the Credit Agreement) and all other obligations and liabilities of 
     the Borrower under the Credit Agreement;

     (b)     All indebtedness and future advances evidenced by any 
     promissory notes evidencing any additional loans which the Bank may from 
     time to time make to the Borrower, if any, the Bank not being obligated, 
     however, to make such additional loans;

     (c)  Any sums advanced or expenses or costs incurred by the 
     Trustees or the Bank (or any receiver or keeper appointed hereunder) 
     which are made or incurred pursuant to, or permitted by, the terms 
     hereof, plus interest thereon at the rate herein specified or otherwise 
     agreed upon, from the date of the advances or the incurring of such 
     expenses or costs until reimbursed;

     (d)  Any and all other indebtedness of the Mortgagor or any 
     Affiliate of the Mortgagor (including the Borrower) to the Bank or any 
     Affiliate of the Bank now or hereafter owing, whether direct or 
     indirect, primary or secondary, fixed or contingent, joint or several, 
     regardless of how evidenced or arising, including without limitation all 
     Hedging Obligations (as defined in the Credit Agreement) arising under 
     Hedging Agreements between the Mortgagor or any Affiliate of the 
     Mortgagor and the Bank or any Affiliate of the Bank; and

     (e)  Any extensions, refinancings, modifications or renewals of 
     all such indebtedness described in subparagraphs (a) through (d) above, 
     whether or not the Mortgagor executes any extension agreement or renewal 
     instrument.  The indebtedness secured hereby further continues with 
     respect to any new obligation arising from any novation (subjective or 
     objective) of the foregoing indebtedness as permitted by Louisiana Civil 
     Code Article 1884.

     I.2     Indebtedness and the Notes Defined.  All the above items of 
indebtedness are hereinafter collectively referred to as the "Indebtedness".  
Any promissory note evidencing any part of the Indebtedness, including, 
without limitation, the Loan Note, is hereinafter referred to as a "Note", and 
all such promissory notes are hereinafter referred to collectively as the 
"Notes".

     I.3  No Paraph.  The Mortgagor and the Bank acknowledge that no Note or 
other evidence of Indebtedness has been paraphed for identification with this 
instrument.

     I.4  Maximum Amount.  The maximum amount of the Indebtedness that may be 
outstanding at any time, and from time to time, and secured by this instrument 
is $60,000,000.


                                 ARTICLE II

                    Particular Covenants and Warranties
                              of the Mortgagor

     II.1     Payment of the Indebtedness.  The Mortgagor will duly and 
punctually pay and timely perform the Indebtedness, including each and every 
obligation owing on account of the Notes.

     II.2     Certain Representations and Warranties.  The Mortgagor 
represents and warrants that (a) the oil and gas leases described in Exhibit A 
hereto are valid, subsisting leases, superior and paramount to all other oil 
and gas leases respecting the properties to which they pertain, (b) all 
producing wells located on the lands described in Exhibit A have been drilled, 
operated and produced in conformity with all applicable laws, rules and 
regulations of all authorities having jurisdiction, and are subject to no 
penalties on account of past production, and such wells are in fact bottomed 
under and are producing from, and the well bores are wholly within, the lands 
described in Exhibit A, (c) the Mortgagor, to the extent of the interest 
specified in Exhibit A, has valid and indefeasible title to each property 
right or interest constituting the Mortgaged Property and has a good and legal 
right to grant and convey the same to the Trustees (or in the case of the 
Louisiana Mortgaged Property, to mortgage, collaterally assign, and grant a 
security interest in the same to the Bank for itself and as agent for its 
Affiliates), it being understood that the Mortgagor's working interest in each 
oil and gas lease shall exceed the Mortgagor's net interest in production from 
such lease to the extent of the Mortgagor's proportionate share of the burden 
of all royalties, overriding royalties and other such payments out of 
production, (d) the Mortgaged Property is free from all encumbrances or liens 
whatsoever, except as may be specifically set forth in Exhibit A or as 
permitted by the provisions of Section 2.5(e) hereof, (e) the Mortgagor is not 
obligated, by virtue of any prepayment under any contract providing for the 
sale by the Mortgagor of Hydrocarbons which contains a "take or pay" clause or 
under any similar arrangement, to deliver Hydrocarbons at some future time 
without then or thereafter receiving full payment therefor, (f) the Mortgaged 
Property is currently being operated, maintained and developed in accordance 
with all applicable currently existing Permits, and all applicable federal, 
tribal, state and local laws, rules and regulations except where the failure 
to do so could not reasonably be expected to have a Material Adverse Effect, 
(g) the cover page to this instrument lists the correct legal name of the 
Mortgagor and the Mortgagor is not now and has not been known by any trade 
name, and (h) the Mortgagor has not been known by any legal name different 
from the one set forth on the cover page of this instrument, nor has the 
Mortgagor been the subject of any merger or other corporate reorganization.  
The Mortgagor will warrant and forever defend the Mortgaged Property unto the 
Trustees (or, in the case of the Louisiana Mortgaged Property, the Bank for 
itself and as agent for its Affiliates) against every person whomsoever 
lawfully claiming the same or any part thereof, and the Mortgagor will 
maintain and preserve the lien and security interest hereby created so long as 
any of the Indebtedness remains unpaid.

     II.3     Further Assurances.  The Mortgagor will execute and deliver 
such other and further instruments and will do such other and further acts as, 
in the opinion of the Trustees or the Bank, may be necessary or desirable to 
carry out more effectually the purposes of this instrument, including, without 
limiting the generality of the foregoing, (a) prompt correction of any defect 
which may hereafter be discovered in the title to the Mortgaged Property or in 
the execution and acknowledgment of this instrument, any Note, or any other 
document executed in connection herewith, and (b) prompt execution and 
delivery of all notices to parties operating, purchasing or receiving proceeds 
of production of Hydrocarbons from the Mortgaged Property, and all division 
orders or transfer orders, any of which, in the opinion of the Bank, is needed 
in order to transfer effectually or to assist in transferring effectually to 
the Bank the assigned proceeds of production from the Mortgaged Property.

     II.4     Taxes.  Subject to the Mortgagor's right to contest the same, 
the Mortgagor will promptly pay all taxes, assessments and governmental 
charges legally imposed upon this instrument or upon the Mortgaged Property, 
or upon the interest of the Trustees or the Bank therein, or upon the income 
and profits thereof.

     II.5     Operation of the Mortgaged Property.  So long as the 
Indebtedness or any part thereof remains unpaid, and whether or not the 
Mortgagor is the operator of the Mortgaged Property, the Mortgagor shall, at 
the Mortgagor's own expense:


     (a)     Do all things necessary to keep unimpaired the Mortgagor's 
     rights in the Mortgaged Property and not, except in the ordinary course 
     of business, abandon any well or forfeit, surrender or release any oil 
     and gas lease or any rights in the Mortgaged Property, or enter into any 
     operating agreement with respect to the Mortgaged Property, without the 
     prior written consent of the Trustees;

     (b)     Obtain and maintain all required Permits and cause the 
     lands described in Exhibit A to be maintained, developed, protected 
     against drainage, and continuously operated for the production of 
     Hydrocarbons in a good and workmanlike manner as would a prudent 
     operator, and in accordance with generally accepted practices, 
     applicable operating agreements, and all applicable federal, state and 
     local laws, rules and regulations, excepting those being contested in 
     good faith;

     (c)  Cause to be paid, promptly as and when due and payable, all 
     rentals and royalties (including shut-in royalties) payable in respect 
     of the Mortgaged Property, and all expenses incurred in or arising from 
     the operation or development of the Mortgaged Property;

     (d)  Cause the Operating Equipment to be kept in good and 
     effective operating condition, and all repairs, renewals, replacements, 
     additions and improvements thereof or thereto, needful to the production 
     of Hydrocarbons from the lands described in Exhibit A, to be promptly 
     made;

     (e)  Cause the Mortgaged Property to be kept free and clear of 
     liens, charges and encumbrances of every character, other than (1) the 
     lien and security interest hereof, (2) those liens permitted by Section 
     8.2.3 of the Credit Agreement, and (3) those consented to in writing by 
     the Bank;

     (f)  Carry with financially sound and reputable insurance 
     companies and in amounts satisfactory to the Bank the following 
     insurance:  (1) workmen's compensation insurance and public liability 
     and property damage insurance in respect of all activities in which the 
     Mortgagor might incur personal liability for the death of or injury to 
     an employee or third person, or damage to or destruction of another's 
     property; and (2) to the extent such insurance is carried by others 
     engaged in similar undertakings in the same general areas in which the 
     Mortgaged Property is located, insurance in respect of the Operating 
     Equipment, against loss or damage by fire, lightning, hail, tornado, 
     explosion and other similar risks;

     (g)     Furnish to the Bank as soon as possible and in any event 
     within five (5) days after the occurrence from time to time of any 
     change in the address of the Mortgagor's location (as described on the 
     signature page hereto) or in the name of the Mortgagor, notice in 
     writing of such change;

     (h)     Not initiate or acquiesce in any change in any material 
     zoning or other land use or Water Rights classification now or hereafter 
     in effect and affecting the Mortgaged Property or any part thereof;

     (i)     Notify the Bank in writing as soon as possible and in any 
     event within five (5) days after it shall become aware of the occurrence 
     of any event of default under Section 4.1 or any event which, with 
     notice, the passage of time or both would be such an event of default; 
     and

     (j)     Appear in and defend, with counsel acceptable to the Bank 
     in its sole discretion, any action or proceeding purporting to affect 
     the security hereof or the rights or powers of the Bank; and pay all 
     costs and expenses, including cost of evidence of title and attorneys' 
     fees in a reasonable sum, in any such action or proceeding in which the 
     Bank may appear.

     II.6     Recording, etc.  The Mortgagor will promptly, and at the 
Mortgagor's expense, record, register, deposit and file this and every other 
instrument in addition or supplemental hereto in such offices and places and 
at such times and as often as may be necessary to preserve, protect and renew 
the lien and security interest hereof as a first lien on and prior perfected 
security interest in real or personal property, as the case may be, and the 
rights and remedies of the Trustees and of the Bank, and otherwise will do and 
observe all things or matters necessary or expedient to be done or observed by 
reason of any law or regulation of any State or of the United States of 
America or of any other competent authority, for the purpose of effectively 
creating, maintaining and preserving the lien and security interest hereof on 
and in the Mortgaged Property.

     II.7     Sale or Mortgage of the Mortgaged Property.  Except as 
permitted by Section 8.2.9 of the Credit Agreement and except for sales of 
severed Hydrocarbons in the ordinary course of the Mortgagor's business and 
the lien and security interest created by this instrument, the Mortgagor will 
not sell, convey, mortgage, pledge, or otherwise dispose of or encumber the 
Mortgaged Property nor any portion thereof, nor any of the Mortgagor's right, 
title or interest therein, without first securing the written consent of the 
Bank; and the Mortgagor will not enter into any arrangement with any gas 
pipeline company or other consumer of Hydrocarbons regarding the Mortgaged 
Property whereby said gas pipeline company or consumer may set off any claim 
against the Mortgagor by withholding payment for any Hydrocarbons actually 
delivered.

     II.8     Records, Statements and Reports.  The Mortgagor will keep 
proper books of record and account in which complete and correct entries will 
be made of the Mortgagor's transactions in accordance with generally accepted 
accounting principles and will furnish or cause to be furnished to the Bank 
such information concerning the business, affairs and financial condition of 
the Mortgagor as the Trustees or the Bank may from time to time reasonably 
request.  Without limiting the generality of the foregoing, the Mortgagor 
shall furnish to the Bank (a) upon its request, but not more than every six 
months, reports prepared by an independent person or firm acceptable to the 
Bank concerning (1) the quantity of Hydrocarbons recoverable from the 
Mortgaged Property, (2) the projected income and expense attributable to the 
Mortgaged Property, and (3) the expediency of any change in methods of 
treatment or operation of all or any wells productive of Hydrocarbons, any new 
drilling or development, any method of secondary recovery by repressuring or 
otherwise, or any other action with respect to the Mortgaged Property, the 
decision as to which may increase or reduce the quantity of Hydrocarbons 
ultimately recoverable or the rate of production thereof, and (b) monthly, a 
report showing the gross proceeds from the sale of Hydrocarbons produced from 
the lands described in Exhibit A (including any thereof taken by the Mortgagor 
for the Mortgagor's own use), the quantity of such Hydrocarbons sold, the 
severance, gross production, occupation, or gathering taxes deducted from or 
paid out of such proceeds, the number of wells operated, drilled or abandoned, 
and such other information as the Bank may reasonably request (upon request of 
the Bank, such reports referred to in clauses (a) and (b) above shall set 
forth such information on a lease or unit basis).

     II.9  No Governmental Approvals.  The Mortgagor represents and warrants 
that (a) no approval or consent of any regulatory or administrative commission 
or authority, or of any other governmental body, is necessary to authorize the 
execution and delivery of this instrument or of the Notes, or to authorize the 
observance or performance by the Mortgagor of the covenants herein or in the 
Notes contained, or that such approvals as are required have been obtained or 
will be obtained promptly, and (b) the Mortgagor has obtained all Permits 
which are necessary for the operation of the Mortgaged Property.

     II.10  Right of Entry.  


     (a)     The Mortgagor will permit the Trustees or the Bank, or the 
     agents of either of them, at the cost and expense of the Mortgagor, to 
     enter upon the Mortgaged Property and all parts thereof, for the purpose 
     of investigating and inspecting the condition and operation thereof, and 
     shall permit reasonable access to the field offices and other offices, 
     including the principal place of business, of the Mortgagor to inspect 
     and examine the Mortgaged Property and to inspect, review and reproduce 
     as necessary any books, records, accounts, contracts or other documents 
     of the Mortgagor.  

     (b)     Without limiting the generality of the foregoing, the Bank 
     shall have the right, on twenty-four (24) hours prior notice to the 
     Mortgagor, to cause such persons and entities as the Bank may designate 
     to enter the Mortgaged Property to conduct (at the cost and expense of 
     the Mortgagor), or to cause the Mortgagor to conduct (at the cost and 
     expense of the Mortgagor), such tests and investigations as the Bank 
     deems necessary to determine whether any hazardous substance or solid 
     waste is being generated, transported, stored, or disposed of in 
     accordance with applicable Environmental Laws.  Such tests and 
     investigations may include, without limitation, underground borings, 
     ground water analyses and borings from the floors, ceilings and walls of 
     any improvements located on the Mortgaged Property.  This Section 2.10 
     shall not be construed to affect or limit the obligations of the 
     Mortgagor pursuant to Section 2.5 hereof.

     (c)     The Bank shall have no duty to visit or observe the 
     Mortgaged Property or to conduct tests, and no site visit, observation 
     or testing by the Bank shall impose any liability on the Bank, nor shall 
     the Mortgagor or any other Obligor be entitled to rely on any visit, 
     observation or testing by the Bank in any respect.  The Bank may, in its 
     discretion, disclose to the Mortgagor or any other Person, including any 
     governmental agency, any report or finding made as a result of, or in 
     connection with, any site visit, observation or testing by the Bank.  
     The Mortgagor agrees that the Bank makes no warranty or representation 
     to the Mortgagor or any other Obligor regarding the truth, accuracy or 
     completeness of any such report or findings that may be so disclosed.  
     The Mortgagor also acknowledges that, depending upon the results of any 
     site visit, observation or testing by the Bank and disclosed to the 
     Mortgagor, the Mortgagor may have a legal obligation to notify one or 
     more governmental agencies of such results, that such reporting 
     requirements are site-specific, and are to be evaluated by the Mortgagor 
     without advice or assistance from the Bank.


     II.11  Environmental Laws.  The Mortgagor represents and warrants, to 
the best of its knowledge after due inquiry, and except as set forth in 
Section 7.17 of the Credit Agreement that:  the Mortgaged Property is in 
compliance with all applicable Environmental Laws; there are no conditions 
existing currently which would be likely to subject the Mortgagor to damages, 
penalties, injunctive relief or cleanup costs under any Environmental Laws or 
assertions thereof, or which require or are likely to require cleanup, 
removal, remedial action or other response pursuant to Environmental Laws by 
the Mortgagor; the Mortgagor is not a party to any litigation or 
administrative proceedings, nor so far as is known by the Mortgagor is any 
litigation or administrative proceeding threatened against it, which asserts 
or alleges that the Mortgagor has violated or is violating Environmental Laws 
or that the Mortgagor is required to clean up, remove or take remedial or 
other responsive action due to the disposal, depositing, discharge, leaking or 
other release of any hazardous substances or materials; neither the Mortgaged 
Property nor the Mortgagor is subject to any judgment, decree, order or 
citation related to or arising out of Environmental Laws and neither has been 
named or listed as a potentially responsible party by any governmental body or 
agency in a matter arising under any Environmental Laws.  The Mortgagor has 
also obtained all permits, licenses or approvals required under applicable 
Environmental Laws which are necessary for its current exploration, use, and 
development activities at the Mortgaged Property; and to the Mortgagor's 
knowledge after reasonable investigation all use, generation, manufacturing, 
release, discharge, storage, deposit, treatment, recycling or disposal of any 
materials on, under or at the Mortgaged Property or transported to or from the 
Mortgaged Property (or tanks or other facilities thereon containing such 
materials) are being and will be conducted in accordance with applicable 
Environmental Laws including without limitation those requiring cleanup, 
removal or any other remedial action.

     II.12 Partnership or Corporate Mortgagor.  The Mortgagor will continue to 
be duly qualified to transact business in each state where the conduct of its 
business requires it to be qualified, and will not, without the prior written 
consent of the Trustees, consolidate or merge with any other partnership or 
corporation.

     II.13  Taxpayer I.D. Number.  The taxpayer identification numbers of the 
Mortgagor are as follows:

Name                                        Taxpayer ID Number
FUTURE ACQUISITION 1995 LTD.                       75-2630182
BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP          75-2648720
NCI-SHAWNEE LIMITED PARTNERSHIP                    75-2563029

The tax identification number of the Bank is. 


                                ARTICLE III

                         Assignment of Production

     III.1     Assignment.  As further security for the payment of the 
Indebtedness, up to the maximum amount outstanding as set forth in Section 
1.4, the Mortgagor hereby transfers, assigns, warrants and conveys to the 
Bank, effective as of November 1, 1998, at 7:00 A.M., local time, all 
Hydrocarbons which are thereafter produced from and which accrue to the 
Mortgaged Property, and all proceeds therefrom.  All parties producing, 
purchasing or receiving any such Hydrocarbons, or having such, or proceeds 
therefrom, in their possession for which they or others are accountable to the 
Bank by virtue of the provisions of this Article, are authorized and directed 
to treat and regard the Bank as the assignee and transferee of the Mortgagor 
and entitled in the Mortgagor's place and stead to receive such Hydrocarbons 
and all proceeds therefrom; and said parties and each of them shall be fully 
protected in so treating and regarding the Bank and shall be under no 
obligation to see to the application by the Bank of any such proceeds or 
payments received by it; provided, however, that, until the Bank or the 
Mortgagor shall have instructed such parties to deliver such Hydrocarbons and 
all proceeds therefrom directly to the Bank, such parties shall be entitled to 
deliver such Hydrocarbons and all proceeds therefrom to Mortgagor.  Upon (i) 
an event of default or (ii) the occurrence of a Material Adverse Effect (it 
being understood that the determination of the occurrence of an event of 
default or a Material Adverse Effect, as the case may be, by the Bank shall be 
conclusive and binding as to all such parties for all purposes hereof) said 
Hydrocarbons and products are to be delivered into pipelines connected with 
the oil and gas leases, or to the purchaser thereof, free and clear of all 
taxes, charges, costs and expenses.  The Mortgagor agrees to perform all such 
acts, and to execute all such further assignments, transfers and division 
orders, and other instruments as may be required or desired by the Bank or any 
party in order to have said revenues and proceeds so paid to the Bank.  The 
Bank is fully authorized to receive and give receipt for said revenues and 
proceeds; to endorse and cash any and all checks and drafts payable to the 
order of the Mortgagor or the Bank for the account of the Mortgagor received 
from or in connection with said revenues or proceeds and apply the proceeds 
thereof in accordance with Section 3.2 hereof, and to execute transfer and 
division orders in the name of the Mortgagor, or otherwise, with warranties 
binding the Mortgagor.

     III.2  Application of Proceeds.  All payments received by the Bank 
pursuant to Section 3.1 hereof shall be placed in a cash collateral account at 
the Bank and on the last business day of each calendar month applied as 
follows:

     First:  To the payment and satisfaction of all costs and expenses 
incurred in connection with the collection of such proceeds, and to the 
payment of all items of the Indebtedness not evidenced by any Note.

     Second:  To the payment of the interest on the Notes accrued to 
the date of such payment.

     Third:  To the payment of the amounts of principal then due and 
owing on the Notes.

     Fourth:  The balance, if any, shall either be applied on the then 
unmatured principal amounts of the Notes, such application to be on such 
of the Notes and installments thereof as the Bank may select, or, at the 
option of the Bank, released to the Mortgagor.

     III.3  No Liability of the Bank in Collecting.  The Bank is hereby 
absolved from all liability for failure to enforce collection of any proceeds 
so assigned (and no such failure shall be deemed to be a waiver of any right 
of the Bank under this Article) and from all other responsibility in 
connection therewith, except the responsibility to account to the Mortgagor 
for funds actually received.

     III.4     Assignment Not a Restriction on the Bank's Rights.  Nothing 
herein contained shall detract from or limit the absolute obligation of the 
Mortgagor to make payment of the Indebtedness regardless of whether the 
proceeds assigned by this Article are sufficient to pay the same, and the 
rights under this Article shall be in addition to all other security now or 
hereafter existing to secure the payment of the Indebtedness.

     III.5     Status of Assignment.  Notwithstanding the other provisions of 
this Article and in addition to the other rights hereunder, the Trustees, the 
Bank or any receiver or keeper appointed in judicial proceedings for the 
enforcement of this instrument shall have the right to receive all of the 
Hydrocarbons herein assigned and the proceeds therefrom after any Note or 
other item of Indebtedness has been declared due and payable in accordance 
with the provisions of Section 4.1 hereof and to apply all of said proceeds as 
provided in Section 3.2 hereof.  Upon any sale of the Mortgaged Property or 
any part thereof pursuant to Article V, the Hydrocarbons thereafter produced 
from the property so sold, and the proceeds therefrom, shall be included in 
such sale and shall pass to the purchaser free and clear of the assignment 
contained in this Article.

     III.6     Indemnity.  The Mortgagor agrees to indemnify the Trustees and 
the Bank against all claims, actions, liabilities, judgments, costs, 
attorneys' fees or other charges of whatsoever kind or nature (all hereinafter 
in this Section 3.6 called "claims") made against or incurred by them or any 
of them as a consequence of the assertion, either before or after the payment 
in full of the Indebtedness, that they or any of them received Hydrocarbons 
herein assigned or the proceeds thereof claimed by third persons, and the 
Trustees and the Bank shall have the right to defend against any such claims, 
employing attorneys therefor, and unless furnished with reasonable indemnity, 
they or any of them shall have the right to pay or compromise and adjust all 
such claims.  The Mortgagor will indemnify and pay to the Trustees or the Bank 
any and all such amounts as may be paid in respect thereof or as may be 
successfully adjudged against the Trustees and the Bank or any of them.  The 
obligations of the Mortgagor as hereinabove set forth in this Section 3.6 
shall survive the release, termination, foreclosure or assignment of this 
instrument or any sale hereunder.


                                ARTICLE IV

                             Events of Default

     IV.1     Events of Default Hereunder.  In case any one or more of the 
following "events of default" shall occur and shall not have been remedied:

     (a)     default in the payment of principal of or interest on any 
     Note, or in the payment of any other Indebtedness secured hereby, when 
     due;

     (b)     the occurrence of an Event of Default (other than any 
     relating to non-payment of principal of or interest on the Loan Note) 
     under the terms and provisions of the Credit Agreement and the 
     continuance of such Event of Default for the applicable period of grace, 
     if any;

     (c)     any indebtedness of the Mortgagor shall become or shall be 
     declared to be due and payable prior to its expressed maturity by reason 
     of any default by the Mortgagor in the performance or observance of any 
     obligation or by reason of the existence of any condition constituting a 
     default in respect of such indebtedness;

     (d)     the Mortgagor shall (1) dissolve or terminate its 
     existence, (2) become insolvent, (3) generally fail to pay, or admit in 
     writing its inability to pay, debts as they become due, (4) make a 
     general assignment for the benefit of creditors, (5) apply for, consent 
     to, or acquiesce in the appointment of, a trustee, receiver or other 
     custodian for the Mortgagor or any property thereof, or (6) commence any 
     bankruptcy, reorganization, debt arrangement or other case or proceeding 
     under any bankruptcy or insolvency law (or consent to or acquiesce in 
     any such case or proceeding commenced against it);

     (e)     a trustee, receiver or other custodian shall be appointed 
     for the Mortgagor or for a substantial part of the property thereof and 
     (if not consented to or acquiesced in by the Mortgagor) shall not be 
     discharged within thirty (30) days, or any bankruptcy, reorganization, 
     debt arrangement or other case or proceeding under any bankruptcy or 
     insolvency law shall be commenced against the Mortgagor and (if not 
     consented to or acquiesced in by the Mortgagor) shall remain for 
     thirty (30) days undismissed;

     (f)     any warranty or representation made by the Mortgagor 
     herein shall prove to be untrue in any material respect as of the date 
     made or deemed made;

     (g)     failure by the Mortgagor, within ten (10) days after 
     notice thereof from the Bank, to cure a default in the due performance 
     or observance of any covenant or agreement contained in this instrument 
     and not constituting a default in the payment of principal of or 
     interest upon any Note or in the payment of any other Indebtedness;
 
     (h)     any of the Mortgaged Property shall be seized or taken by 
     any governmental or similar authority, or any order of attachment, 
     garnishment or any other writ shall be issued, or any other lawful 
     creditor's remedy shall be exercised or attempted to be exercised, with 
     respect thereto; or

     (i)  the title of the Mortgagor to the Mortgaged Property or any 
     substantial part thereof shall become the subject matter of litigation 
     which would or might, in the Bank's opinion, upon final determination 
     result in substantial impairment or loss of the security provided by 
     this instrument and upon notice by the Bank to the Mortgagor such 
     litigation is not dismissed within thirty (30) days of such notice,
 
then and in any such event the Bank, at its option, may declare the entire 
unpaid principal of and the interest accrued on the Notes and all other 
Indebtedness secured hereby to be forthwith due and payable, without any 
notice or demand of any kind, both of which are hereby expressly waived.


                                ARTICLE V

                       Enforcement of the Security

     V.1     Power of Sale of Real Property Constituting a Part of the 
Mortgaged Property.  Upon the occurrence of an event of default and if such 
event shall be continuing, the Trustees shall have the right and power to 
sell, to the extent permitted by law, at one or more sales, as an entirety or 
in parcels, as they may elect, the real property constituting a part of the 
Mortgaged Property (other than the Louisiana Mortgaged Property), at such 
place or places and otherwise in such manner and upon such notice as may be 
required by law, or, in the absence of any such requirement, as the Trustees 
may deem appropriate, and to make conveyance to the purchaser or purchasers; 
and the Mortgagor shall warrant title to such real property to such purchaser 
or purchasers.  The Trustees may postpone the sale of all or any portion of 
such real property by public announcement at the time and place of such sale, 
and from time to time thereafter may further postpone such sale by public 
announcement made at the time of sale fixed by the preceding postponement.  
The right of sale hereunder shall not be exhausted by one or any sale, and the 
Trustees may make other and successive sales until all of the trust estate be 
legally sold.  With respect to that portion, if any, of the Mortgaged Property 
situated in the State of Oklahoma, the Bank shall have the right and power at 
its option to declare the Indebtedness secured hereby due and payable and to 
sell, or direct the Trustees to sell, the "real estate," as such term is 
defined under the provisions of 46 O.S. Supp. 1986,  42, constituting a part 
of the Mortgaged Property, all under the terms of 46 O.S. Supp. 1986,  40 et 
seq., and shall, to the extent permitted by law, have the other rights 
conferred on the Trustees under the provisions of this instrument.

     V.2     Rights of the Trustees with Respect to Personal Property 
Constituting a Part of the Mortgaged Property.  Upon the occurrence of an 
event of default and if such event shall be continuing, the Trustees (or, in 
the case of the Louisiana Mortgaged Property, the Bank for itself and as agent 
for its Affiliates) will have all rights and remedies granted by law, and 
particularly by the Uniform Commercial Code, including, but not limited to, 
the right to take possession of all personal property constituting a part of 
the Mortgaged Property, and for this purpose the Trustees (or, in the case of 
the Louisiana Mortgaged Property, the Bank for itself and as agent for its 
Affiliates) may enter upon any premises on which any or all of such personal 
property is situated and take possession of and operate such personal property 
(or any portion thereof) or remove it therefrom.  The Trustees (or, in the 
case of the Louisiana Mortgaged Property, the Bank for itself and as agent for 
its Affiliates) may require the Mortgagor to assemble such personal property 
and make it available to the Trustees (or, in the case of the Louisiana 
Mortgaged Property, the Bank for itself and as agent for its Affiliates) at a 
place to be designated by the Trustees (or, in the case of the Louisiana 
Mortgaged Property, the Bank for itself and as agent for its Affiliates) which 
is reasonably convenient to all parties.  Unless such personal property is 
perishable or threatens to decline speedily in value or is of a type 
customarily sold on a recognized market, the Trustees (or, in the case of the 
Louisiana Mortgaged Property, the Bank for itself and as agent for its 
Affiliates) will give the Mortgagor reasonable notice of the time and place of 
any public sale or of the time after which any private sale or other 
disposition of such personal property is to be made.  This requirement of 
sending reasonable notice will be met if the notice is mailed by first-class 
mail, postage prepaid, to the Mortgagor at the address shown below the 
signatures at the end of this instrument at least five (5) days before the 
time of the sale or disposition.  Further, in the case of the Louisiana 
Mortgaged Property, the Bank shall have the right to utilize executory 
process, as more fully set forth in Section 5.4 hereof and the right to 
appointment of a keeper, as set forth in Sections 7.3 and 5.13 hereof.

     V.3     Rights with Respect to Fixtures Constituting a Part of the 
Mortgaged Property.  Upon the occurrence of an event of default and if such 
event shall be continuing, the Trustees (or, in the case of the Louisiana 
Mortgaged Property, the Bank for itself and as agent for its Affiliates) may 
elect to treat the fixtures constituting a part of the Mortgaged Property as 
either real property collateral or personal property collateral and then 
proceed to exercise such rights as apply to such type of collateral.

     V.4     Judicial Proceedings.  Upon the occurrence of an event of 
default and if such event shall be continuing, the Trustees, (or, in the case 
of the Louisiana Mortgaged Property, the Bank for itself and as agent for its 
Affiliates) in lieu of or in addition to exercising any power of sale 
hereinabove given, may proceed by a suit or suits in equity or at law, whether 
for a foreclosure hereunder for each or upon credit in one or more parcels or 
portions under executory or ordinary process, at the Bank's sole option, 
without appraisement (appraisement being expressly waived), or for the sale of 
the Mortgaged Property, or for the specific performance of any covenant or 
agreement herein contained or in aid of the execution of any power herein 
granted, or for the appointment of a receiver pending any foreclosure 
hereunder or the sale of the Mortgaged Property, or for the enforcement of any 
other appropriate legal or equitable remedy.  The Mortgagor hereby 
acknowledges the Indebtedness secured hereby, whether now existing or to arise 
hereafter, and confesses judgment thereon in the full amount of the 
Indebtedness in favor of the Bank and any future holder or holders of the 
Notes if such obligations are not paid at maturity.  With respect to the 
Louisiana Mortgaged Property, the Mortgagor in accordance with the terms 
hereof and the Credit Agreement does by these presents consent, agree and 
stipulate that, upon the occurrence of an event of default hereunder or under 
the Credit Agreement, the Bank or any future holder or holders of the Notes 
and any other Indebtedness may, at its (or their) option, without making 
demand and without notice or putting in default, the same being hereby 
expressly waived, cause all and singular the Louisiana Mortgaged Property to 
be seized and sold by executory process issued by any competent court, or to 
proceed with the enforcement of this Mortgage and pledge of production in any 
manner prescribed by law, the Mortgagor hereby waiving notice of demand or 
delay stipulated in Article 2639 of the Code of Civil Procedure of Louisiana 
and the benefit of any laws, or parts of laws, relating to the appraisement of 
the property seized and sold under executory process or other legal process, 
and consenting that the Mortgaged Property situated in the State of Louisiana 
be sold without appraisement to the highest bidder for cash.

     V.5     Possession of the Mortgaged Property.  It shall not be necessary 
for the Trustees or the Bank to have physically present or constructively in 
their possession at any sale held by the Trustees or the Bank or by any court, 
receiver or public officer any or all of the Mortgaged Property; and the 
Mortgagor shall deliver to the purchasers at such sale on the date of sale the 
Mortgaged Property purchased by such purchasers at such sale, and if it should 
be impossible or impracticable for any of such purchasers to take actual 
delivery of the Mortgaged Property, then the title and right of possession to 
the Mortgaged Property shall pass to such purchaser at such sale as completely 
as if the same had been actually present and delivered.

     V.6     Certain Aspects of a Sale.  The Bank shall have the right to 
become the purchaser at any sale held by the Trustees or by any court, 
receiver or public officer, and the Bank shall have the right to credit upon 
the amount of the bid made therefor the amount payable out of the net proceeds 
of such sale to it.  Recitals contained in any conveyance made to any 
purchaser at any sale made hereunder shall conclusively establish the truth 
and accuracy of the matters therein stated, including, without limiting the 
generality of the foregoing, nonpayment of the unpaid principal sum of, and 
the interest accrued on, the Notes, after the same have become due and 
payable, advertisement and conduct of such sale in the manner provided herein 
or appointment of any successor Trustee hereunder.

     V.7     Receipt to Purchaser.  Upon any sale, whether made under the 
power of sale herein granted and conferred or by virtue of judicial 
proceedings, the receipt of the Trustees, or of the officer making sale under 
judicial proceedings, shall be sufficient discharge to the purchaser or 
purchasers at any sale for his or their purchase money, and such purchaser or 
purchasers, or his or their assigns or personal representatives, shall not, 
after paying such purchase money and receiving such receipt of the Trustees or 
of such officer therefor, be obliged to see to the application of such 
purchase money, or be in anywise answerable for any loss, misapplication or 
nonapplication thereof.

     V.8     Effect of Sale.  Any sale or sales of the Mortgaged Property, 
whether under the power of sale herein granted and conferred or by virtue of 
judicial proceedings, shall operate to divest all right, title, interest, 
claim and demand whatsoever either at law or in equity, of the Mortgagor of, 
in and to the premises and the property sold, and shall be a perpetual bar, 
both at law and in equity, against the Mortgagor, and the Mortgagor's 
successors or assigns, and against any and all persons claiming or who shall 
thereafter claim all or any of the property sold from, through or under the 
Mortgagor or the Mortgagor's successors or assigns.  Nevertheless, the 
Mortgagor, if requested by the Bank so to do, shall join in the execution and 
delivery of all proper conveyances, assignments and transfers of the 
properties so sold.

     V.9     Application of Proceeds.  The proceeds of any sale of the 
Mortgaged Property, or any part thereof, whether under the power of sale 
herein granted and conferred or by virtue of judicial proceedings, shall be 
applied as follows:

     First:  To the payment and satisfaction of all costs and expenses 
incurred by the Bank and the Trustees in the performance of their duties 
including, without limiting the generality of the foregoing, a 
commission of five percent (5%) to the Trustees or any keeper and costs 
and expenses of any entry, or taking of possession, of any sale, or 
advertisement thereof, and of conveyances, and as well, court costs, 
compensation of agents and employees and legal fees.

     Second:  To the payment of the interest on the Notes accrued to 
the date of such payment.

     Third:  To the payment of the amounts of principal of the Notes 
and of the other items of Indebtedness due and owing at the time of such 
payment.

     Fourth:  Any surplus thereafter remaining shall be paid to the 
Mortgagor or the Mortgagor's successors or assigns, as their interests 
shall appear.

     V.10  The Mortgagor's Waiver of Appraisement, Marshalling and Other 
Rights.  The Mortgagor agrees, to the full extent that the Mortgagor may 
lawfully so agree, that the Mortgagor will not at any time insist upon or 
plead or in any manner whatever claim the benefit of any appraisement, 
valuation, stay, extension or redemption law now or hereafter in force, in 
order to prevent or hinder the enforcement or foreclosure of this instrument 
or the absolute sale of the Mortgaged Property or the possession thereof by 
any purchaser at any sale made pursuant to any provision hereof, or pursuant 
to the decree of any court of competent jurisdiction; but the Mortgagor, for 
the Mortgagor and all who may claim through or under the Mortgagor, so far as 
the Mortgagor or those claiming through or under the Mortgagor now or 
hereafter lawfully may, hereby waives the benefit of all such laws; provided, 
however, that appraisement of any of the Mortgaged Property located in the 
State of Oklahoma is hereby expressly waived or not, at the option of the 
Trustees, such option to be exercised prior to or at the time the judgment is 
rendered in any foreclosure hereof.  The Mortgagor, for the Mortgagor and all 
who may claim through or under the Mortgagor, waives, to the extent that the 
Mortgagor may lawfully do so, any and all right to have the Mortgaged Property 
marshalled upon any foreclosure of the lien hereof, or sold in inverse order 
of alienation, and agrees that the Trustees, the Bank or any court having 
jurisdiction to foreclose such lien may sell the Mortgaged Property as an 
entirety.  The Mortgagor, for the Mortgagor and all who may claim through or 
under the Mortgagor, further waives, to the full extent that the Mortgagor may 
lawfully do so, any requirement for posting a receiver's bond or replevin bond 
or other similar type of bond if the Trustees or the Bank commence an action 
for appointment of a receiver or an action for replevin to recover possession 
of any of the Mortgaged Property.  If any law in this paragraph referred to 
and now in force, of which the Mortgagor or the Mortgagor's successor or 
successors might take advantage despite the provisions hereof, shall hereafter 
be repealed or cease to be in force, such law shall not thereafter be deemed 
to constitute any part of the contract herein contained or to preclude the 
operation or application of the provisions of this paragraph.  Pursuant to 
Section 39-5-19, New Mexico Statutes, Annotated, 1978 Comp., as amended, the 
Mortgagor agrees that as to the Mortgaged Property situated in the State of 
New Mexico, the redemption period shall be shortened to one (1) month. 

     V.11  Costs and Expenses.  All costs and expenses (including attorneys' 
fees) incurred by the Trustees or the Bank in protecting and enforcing their 
rights hereunder shall constitute a demand obligation owing by the Mortgagor 
to the party incurring such costs and expenses and shall draw interest at an 
annual rate equal to the highest rate of interest from time to time accruing 
on the Loan Note plus one percent (1%) until paid, all of which shall 
constitute a portion of the Indebtedness.

     V.12  Sale of the Mortgaged Property in Texas.  If any Note is not paid 
when due, whether by acceleration or otherwise, the Trustees are hereby 
authorized and empowered to sell any part of the Mortgaged Property located in 
the State of Texas at public sale to the highest bidder for cash in the area 
at the county courthouse of the county in Texas in which the Texas portion of 
the Mortgaged Property or any part thereof is situated, as herein described, 
designated by such county's commissioner's court for such proceedings, or if 
no area is so designated, at the door of the county courthouse of said county, 
at a time between the hours of 10:00 A.M. and 4:00 P.M. which is no later than 
three (3) hours after the time stated in the notice described immediately 
below as the earliest time at which such sale would occur on the first Tuesday 
of any month, after advertising the earliest time at which said sale would 
occur, the place, and terms of said sale, and the portion of the Mortgaged 
Property to be sold, by (a) posting (or by having some person or persons 
acting for the Trustees post) for at least twenty-one (21) days preceding the 
date of the sale, written or printed notice of the proposed sale at the 
courthouse door of said county in which the sale is to be made; and if such 
portion of the Mortgaged Property lies in more than one county, one such 
notice of sale shall be posted at the courthouse door of each county in which 
such part of the Mortgaged Property is situated and such part of the Mortgaged 
Property may be sold in the area at the county courthouse of any one of such 
counties designated by such county's commissioner's court for such 
proceedings, or if no area is so designated, at the courthouse door of such 
county, and the notice so posted shall designate in which county such property 
shall be sold, and (b) filing in the office of the county clerk of each county 
in which any part of the Texas portion of the Mortgaged Property which is to 
be sold at such sale is situated a copy of the notice posted in accordance 
with the preceding clause (a).  In addition to such posting and filing of 
notice, the Bank or other holder of the Indebtedness shall, at least twenty-
one (21) days preceding the date of sale, serve or cause to be served written 
notice of the proposed sale by certified mail on the Mortgagor and on each 
other debtor, if any, obligated to pay the Indebtedness according to the 
records of the Bank or other holder of the Indebtedness.  Service of such 
notice shall be completed upon deposit of the notice, enclosed in a postpaid 
wrapper properly addressed to the Mortgagor and such other debtors at their 
most recent address or addresses as shown by the records of the Bank or other 
holder of the Indebtedness in a post office or official depository under the 
care and custody of the United States Postal Service.  The affidavit of any 
person having knowledge of the facts to the effect that such a service was 
completed shall be prima facie evidence of the fact of service.  The Mortgagor 
agrees that no notice of any sale, other than as set out in this paragraph, 
need be given by the Trustees, the Bank or any other person, except as may 
otherwise be required by applicable law.  The Mortgagor hereby designates as 
its address for the purpose of such notice the address set out on the 
signature page hereof; and agrees that such address shall be changed only by 
depositing notice of such change enclosed in a postpaid wrapper in a post 
office or official depository under the care and custody of the United States 
Postal Service, certified mail, postage prepaid, return receipt requested, 
addressed to the Bank or other holder of the Indebtedness at the address for 
the Bank set out herein (or to such other address as the Bank or other holder 
of the Indebtedness may have designated by notice given as above provided to 
the Mortgagor and such other debtors).  Any such notice of change of address 
of the Mortgagor or other debtors or of the Bank or of other holder of the 
Indebtedness shall be effective three (3) business days after such deposit if 
such post office or official depository is located in the State of Texas, 
otherwise to be effective upon receipt.  The Mortgagor authorizes and empowers 
the Trustees to sell the Texas portion of the Mortgaged Property in lots or 
parcels or in its entirety as the Trustees shall deem expedient; and to 
execute and deliver to the purchaser or purchasers thereof good and sufficient 
deeds of conveyance thereto by fee simple title, with evidence of general 
warranty by the Mortgagor, and the title of such purchaser or purchasers when 
so made by the Trustees, the Mortgagor binds itself to warrant and forever 
defend.  Where portions of the Mortgaged Property lie in different counties, 
sales in such counties may be conducted in any order that the Trustees may 
deem expedient; and one or more such sales may be conducted in the same month, 
or in successive or different months as the Trustees may deem expedient.  
Notwithstanding anything to the contrary contained herein, the Trustees may 
postpone the sale provided for in this Section 5.13 at any time without the 
necessity of a public announcement.  The provisions hereof with respect to the 
posting and giving of notices of sale are intended to comply with the 
provisions of Section 51.002 of the Property Code of the State of Texas, 
effective January 1, 1984, and in the event the requirements, or any notice, 
under such Section 51.002 of the Property Code of the State of Texas shall be 
eliminated or the prescribed manner of giving such notices modified by future 
amendment to, or adoption of any statute superseding, Section 51.002 of the 
Property Code of the State of Texas, the requirement for such particular 
notices shall be deemed stricken from or modified in this instrument in 
conformity with such amendment or superseding statute, effective as of the 
effective date thereof.

     V.13  Operation of the Mortgaged Property by the Trustees or the Bank.  
Upon the occurrence of an event of default and during the continuance of such 
event of default and in addition to all  other rights herein conferred on the 
Trustees, the Trustees or the Bank (or any person, firm or corporation 
designated by the Trustees or the Bank) shall have the right and power, but 
shall not be obligated, to enter upon and take possession of any of the 
Mortgaged Property, and to exclude the Mortgagor, and the Mortgagor's agents 
or servants, wholly therefrom, and to hold, use, administer, manage and 
operate the same to the extent that the Mortgagor shall be at the time 
entitled and in its place and stead.  The Trustees, the Bank or any person, 
firm or corporation designated by the Trustees or the Bank, may operate the 
same without any liability to the Mortgagor in connection with such 
operations, except to use ordinary care in the operation of such properties, 
and the Trustees, the Bank or any person, firm or corporation designated by 
the Trustees or the Bank, shall have the right to collect, receive and receipt 
for all Hydrocarbons produced and sold from said properties, to make repairs, 
purchase machinery and equipment, conduct work-over operations, drill 
additional wells and to exercise every power, right and privilege of the 
Mortgagor with respect to the Mortgaged Property.  When and if the expenses of 
such operation and development (including costs of unsuccessful work-over 
operations or additional wells) paid by the Trustees or the Bank or 
attributable to the Mortgagor's undivided interest therein and withheld, or 
offset against, by an operator or other party have been paid or reimbursed in 
full by the Mortgagor and the Indebtedness paid, said properties shall, if 
there has been no sale or foreclosure, be returned to the Mortgagor.  In the 
event that any of the Louisiana Mortgaged Property is seized as an incident to 
an action for the recognition or the enforcement of this instrument, whether 
by executory process, writ of fieri facias, sequestration, or otherwise, the 
court issuing the order under which the seizure is to be effected shall, if 
such order is petitioned for by the holder or holders of the Notes, direct the 
sheriff or other officer making the seizure to appoint as keeper of the 
Louisiana Mortgaged Property, in accordance with La. R.S. 9:5131 through 5135 
and/or 9:5136 through 5140.2, such person as may be named by the Bank at the 
time the seizure is effected. 


                               ARTICLE VI

                               [Reserved.]

                               ARTICLE VII

                          Miscellaneous Provisions


     VII.1  Pooling and Unitization.  The Mortgagor shall have the right, and 
is hereby authorized, to pool or unitize all or any part of any tract of land 
described in Exhibit A, insofar as relates to the Mortgaged Property, with 
adjacent lands, leaseholds and other interests, when, in the reasonable 
judgment of the Mortgagor, it is necessary or advisable to do so in order to 
form a drilling unit to facilitate the orderly development of that part of the 
Mortgaged Property affected thereby, or to comply with the requirements of any 
law or governmental order or regulation relating to the spacing of wells or 
proration of the production therefrom; provided, however, that any unit so 
formed for the production of oil shall not substantially exceed 160 acres, and 
any unit so formed for the production of gas shall not substantially exceed 
640 acres, unless a larger area is required to conform to an applicable law or 
governmental order or regulation relating to the spacing of wells or to obtain 
the maximum allowable production under any applicable law or governmental 
order or regulation relating to the proration of production therefrom; and 
further provided that the Hydrocarbons produced from any unit so formed shall 
be allocated among the separately owned tracts or interests comprising the 
unit in a uniform manner consistently applied.  Any unit so formed may relate 
to one or more zones or horizons, and a unit formed for a particular zone or 
horizon need not conform in area to any other unit relating to a different 
zone or horizon, and a unit formed for the production of oil need not conform 
in area with any unit formed for the production of gas.  Immediately after 
formation of any such unit, the Mortgagor shall furnish to the Trustees and 
the Bank a true copy of the pooling agreement, declaration of pooling or other 
instrument creating such unit, in such number of counterparts as the Trustees 
may reasonably request.  The interest in any such unit attributable to the 
Mortgaged Property (or any part thereof) included therein shall become a part 
of the Mortgaged Property and shall be subject to the lien hereof in the same 
manner and with the same effect as though such unit and the interest of the 
Mortgagor therein were specifically described in Exhibit A.  The Mortgagor may 
enter into pooling or unitization agreements not hereinabove authorized only 
with the prior written consent of the Trustees and the Bank.

     VII.2  Successor Trustees.  Any Trustee may resign in writing addressed 
to the Bank or may be removed at any time with or without cause by an 
instrument in writing duly executed by the Bank.  In case of the death, 
resignation or removal of a Trustee, one or more successor Trustees may be 
appointed by the Bank by instrument of substitution complying with any 
applicable requirements of law, and in the absence of any such requirement 
without formality other than appointment and designation in writing.  Such 
appointment and designation shall be full evidence of the right and authority 
to make the same and of all facts therein recited, and upon the making of any 
such appointment and designation this conveyance shall vest in the named 
successor Trustee or Trustees, all the estate and title of the prior Trustee 
in all of the Mortgaged Property, and he or they shall thereupon succeed to 
all the rights, powers, privileges, immunities and duties hereby conferred 
upon the prior Trustee.  All references herein to the Trustees shall be deemed 
to refer to the Trustees from time to time acting hereunder.

     VII.3  Actions or Advances by the Bank or the Trustees.  Each and every 
covenant herein contained shall be performed and kept by the Mortgagor solely 
at the Mortgagor's expense.  If the Mortgagor shall fail to perform or keep 
any of the covenants of whatsoever kind or nature contained in this 
instrument, the Bank, or the Trustees or any receiver or keeper appointed 
hereunder or under Applicable Law, may, but shall not be obligated to, take 
action and/or make advances to perform the same in the Mortgagor's behalf, and 
the Mortgagor hereby agrees to repay the expense of such action and such 
advances upon demand plus interest at an annual rate equal to the Alternate 
Base Rate (as defined in the Credit Agreement) of interest from time to time 
accruing on the Loan Note plus the Applicable Margin (as defined in the Credit 
Agreement) plus three percent (3%) until paid or, in the event any promissory 
note evidences such indebtedness, upon the terms and conditions thereof.  No 
such advance or action by the Bank, the Trustees or any keeper or receiver 
appointed hereunder shall be deemed to relieve the Mortgagor from any default 
hereunder.

     VII.4  Defense of Claims.  The Mortgagor will notify the Trustees and 
the Bank, in writing, promptly of the commencement of any legal proceedings 
affecting the lien or security interest hereof or the Mortgaged Property, or 
any part thereof, and will take such action, employing attorneys agreeable to 
the Trustees and the Bank, as may be necessary or appropriate to preserve the 
Mortgagor's, the Trustees' and the Bank's rights affected thereby and/or to 
hold harmless the Trustees, the Bank and its Affiliates in respect of such 
proceedings; and should the Mortgagor fail or refuse to take any such action, 
the Trustees or the Bank may, upon giving prior written notice thereof to the 
Mortgagor, take such action in behalf and in the name of the Mortgagor and at 
the Mortgagor's expense.  Moreover, the Bank or the Trustees on behalf of the 
Bank, may take such independent action in connection therewith as it or they 
may in its or their discretion deem proper, the Mortgagor hereby agreeing that 
all sums advanced or all expenses incurred in such actions plus interest at an 
annual rate equal to the Alternate Base Rate of interest from time to time 
accruing on the Loan Note plus the Applicable Margin plus three percent (3%) 
until paid, will, on demand, be reimbursed, as appropriate, to the Bank, the 
Trustees or any keeper or receiver appointed hereunder or under applicable 
law.  The obligations of the Mortgagor as hereinabove set forth in this 
Section 7.4 shall survive the release, termination, foreclosure or assignment 
of this instrument or any sale hereunder.

     VII.5  The Mortgaged Property to Revert.  If the Indebtedness shall be 
fully paid and the covenants herein contained shall be well and truly 
performed, then all of the Mortgaged Property shall revert to the Mortgagor 
and the entire estate, right, title and interest of the Trustees and the Bank 
shall thereupon cease; and the Trustees and the Bank in such case shall, upon 
the request of the Mortgagor and at the Mortgagor's cost and expense, deliver 
to the Mortgagor proper instruments acknowledging satisfaction of this 
instrument.

     VII.6  Renewals, Amendments and Other Security.  Renewals and extensions 
of the Indebtedness may be given at any time and amendments may be made to 
agreements with third parties relating to any part of such Indebtedness or the 
Mortgaged Property and the Trustees and the Bank may take or may now hold 
other security from others for the Indebtedness, all without notice to or 
consent of the Mortgagor.  The Trustees or the Bank may resort first to such 
other security or any part thereof or first to the security herein given or 
any part thereof, or from time to time to either or both, even to the partial 
or complete abandonment of either security, and such action shall not be a 
waiver of any rights conferred by this instrument, which shall continue as a 
first lien upon and prior perfected security interest in the Mortgaged 
Property not expressly released until the Notes and all other Indebtedness 
secured hereby are fully paid.

     VII.7  Instrument an Assignment, etc.  This instrument shall be deemed 
to be and may be enforced from time to time as an assignment, chattel 
mortgage, contract, deed of trust, financing statement, real estate (immovable 
property) mortgage, or security agreement, and from time to time as any one or 
more thereof.

     VII.8  Limitation on Interest.  No provision of this instrument or of 
the Notes, the Credit Agreement or any other Loan Document (as defined in the 
Credit Agreement) shall require the payment or permit the collection of 
interest in excess of the maximum permitted by law or which is otherwise 
contrary to law.  If any excess of interest in such respect is herein or in 
the Notes, the Credit Agreement or any other Loan Document provided for, or 
shall be adjudicated to be so provided for herein or in the Notes, the Credit 
Agreement or any other Loan Document, the Mortgagor shall not be obligated to 
pay such excess.

     VII.9  Unenforceable or Inapplicable Provisions.  If any provision 
hereof or of the Notes is invalid or unenforceable in any jurisdiction, the 
other provisions hereof or of the Notes shall remain in full force and effect 
in such jurisdiction, and the remaining provisions hereof shall be liberally 
construed in favor of the Trustees and the Bank in order to effectuate the 
provisions hereof, and the invalidity of any provision hereof in any 
jurisdiction shall not affect the validity or enforceability of any such 
provision in any other jurisdiction.  Any reference herein contained to a 
statute or law of a state in which no part of the Mortgaged Property is 
situated shall be deemed inapplicable to, and not used in, the interpretation 
hereof.

     VII.10  Rights Cumulative.  Each and every right, power and remedy 
herein given to the Trustees or the Bank shall be cumulative and not 
exclusive; and each and every right, power and remedy whether specifically 
herein given or otherwise existing may be exercised from time to time and so 
often and in such order as may be deemed expedient by the Trustees or the 
Bank, as the case may be, and the exercise, or the beginning of the exercise, 
of any such right, power or remedy shall not be deemed a waiver of the right 
to exercise, at the same time or thereafter, any other right, power or remedy. 
No delay or omission by the Trustees or by the Bank in the exercise of any 
right, power or remedy shall impair any such right, power or remedy or operate 
as a waiver thereof or of any other right, power or remedy then or thereafter 
existing.

     VII.11  Waiver by the Trustees.  Any and all covenants in this 
instrument may from time to time by instrument in writing signed by the 
Trustees and the Bank be waived to such extent and in such manner as the 
Trustees and the Bank may desire, but no such waiver shall ever affect or 
impair either the Trustees' or the Bank's rights or liens or security 
interests hereunder, except to the extent specifically stated in such written 
instrument.

     VII.12  Action by Individual Trustee.  Any Trustee from time to time 
serving hereunder shall have the absolute right, acting individually, to take 
any action and to give any consent and to exercise any right, remedy, power, 
privilege or authority conferred upon the Trustees, and any action taken by 
either Trustee from time to time serving hereunder shall be binding upon the 
other Trustee and no person dealing with either Trustee from time to time 
serving hereunder shall be obligated to confirm the power and authority of 
such Trustee to act without the concurrence of the other Trustee.  In this 
instrument, the term "Trustee" shall mean the Trustees hereinabove named, or 
either of them, as the context requires, and any successor Trustee.

     VII.13  Environmental Indemnification.  The Mortgagor will indemnify and 
hold the Bank, its Affiliates and the Trustees harmless from and against and 
reimburse the Bank, its Affiliates and the Trustees with respect to, any and 
all claims, demands, causes of action, losses, damages, liabilities, costs and 
expenses (including reasonable attorney's fees and court costs) of any and 
every kind or character, known or unknown, fixed or contingent, out-of-pocket 
or consequential, asserted against or by the Bank, any of its Affiliates or 
the Trustees at any time and from time to time by reason of or arising out of 
any violation of any Environmental Laws applicable to the Mortgagor and/or the 
Mortgaged Property and any and all matters arising out of any act, omission, 
event or circumstance existing or occurring (including, without limitation, 
the presence on the Mortgaged Property or release from the Mortgaged Property 
of hazardous substances or solid waste disposed of or otherwise released), 
regardless of whether the act, omission, event or circumstance constituted a 
violation of any Environmental Law at the time of its existence or occurrence. 
The terms "hazardous substance" and "release" shall have the meanings 
specified in the Federal Comprehensive Environmental Response, Compensation 
and Liability Act of 1980, as subsequently modified, supplemented or amended 
(herein called "CERCLA"), and for purposes of RCRA (as defined below) 
compliance the terms "solid waste" and "disposed" shall have the meanings 
specified in the Federal Resource Conservation and Recovery Act of 1976, as 
subsequently modified, supplemented or amended (herein called "RCRA"); 
provided, in the event that either CERCLA or RCRA is amended so as to broaden 
the meaning of any term defined thereby, such broader meaning shall apply 
subsequent to the effective date of such amendment and provided further, to 
the extent the laws of any jurisdiction where the Mortgaged Property is 
located on the date hereof or on any subsequent date establish a meaning for 
"hazardous substance," "release," "solid waste," or "disposal" which is 
broader than that specified in either CERCLA or RCRA, such broader meaning 
shall apply.  If and to the extent that the foregoing undertaking may be 
unenforceable for any reason, the Mortgagor hereby agrees to make the maximum 
contribution to the payment and satisfaction of the indemnified claims, 
demands, causes of action, losses, damages, liabilities, costs, expenses and 
fees which is permissible under applicable law.  The obligations of the 
Mortgagor as hereinabove set forth in this Section 7.13 shall survive the 
release, termination, foreclosure or assignment of this instrument or any sale 
hereunder.

     VII.14  No Partnership.  Nothing contained in this instrument is 
intended to, or shall be construed as, creating to any extent and in any 
manner whatsoever, any partnership, joint venture, or association among the 
Mortgagor, the Trustees, the Bank and its Affiliates, or in any way as to make 
the Bank or the Trustees coprincipals with the Mortgagor with reference to the 
Mortgaged Property, and any inferences to the contrary are hereby expressly 
negated.

     VII.15  Successors and Assigns.  This instrument is binding upon the 
Mortgagor, the Mortgagor's successors and assigns, and shall inure to the 
benefit of the Trustees, their successors, and the Bank, its successors and 
assigns, and the provisions hereof shall likewise be covenants running with 
the land.

     VII.16  Article and Section Headings.  The article and section headings 
in this instrument are inserted for convenience of reference and shall not be 
considered a part of this instrument or used in its interpretation.

     VII.17  Execution in Counterparts.  This instrument may be executed in 
any number of counterparts, each of which shall for all purposes be deemed to 
be an original and all of which are identical, except that, to facilitate 
recordation or filing, in any particular counterpart portions of Exhibit A 
hereto which describe properties situated in parishes or counties other than 
the parish or county in which such counterpart is to be recorded or filed may 
have been omitted.

     VII.18  Special Filing as Financing Statement.  This Mortgage and Deed 
of Trust shall likewise be a Security Agreement and a Financing Statement. 
This Mortgage and Deed of Trust shall be filed for record, among other places, 
in the real estate records of each county or parish in which any portion of 
the real property covered by the oil and gas leases described in Exhibit A 
hereto is situated, and, when filed in such counties or parishes shall be 
effective as a financing statement covering fixtures located on oil and gas 
properties, which oil and gas properties (and accounts arising therefrom) are 
to be financed at the wellheads of the wells located on the real property 
described in Exhibit A hereto.  At the option of the Bank, a carbon, 
photographic or other reproduction of this instrument or of any financing 
statement covering the Mortgaged Property or any portion thereof shall be 
sufficient as a financing statement and may be filed as such.

     VII.19  Notices.  Except as otherwise required by Sections 5.2 and 5.12 
hereof, any notice, request, demand or other instrument which may be required 
or permitted to be given or served upon the Mortgagor shall be sufficiently 
given when mailed by first-class mail, addressed to the Mortgagor at the 
address shown below the signatures at the end of this instrument or to such 
different address as the Mortgagor shall have designated by written notice 
received by the Bank or the Trustees.

     VII.20  Waivers.  The parties hereto expressly waive the production of 
Mortgage Certificates and hereby release and hold the Notary Public whose name 
is hereunder signed harmless for and by reason of the nonproduction and 
nonannexation thereof to this instrument.

     VII.21  Reliance.  Notwithstanding any reference herein to the Credit 
Agreement, the Notes or the Hedging Agreement, no party shall have any 
obligation to inquire into the terms or conditions of any such documents and 
all parties shall be fully authorized to rely upon any statement, certificate, 
or affidavit of Bank or any future holder of any portion of the Indebtedness 
as to the occurrence of any event such as the occurrence of any event of 
default.

     VII.22  The Bank as Agent for its Affiliates.  As described above, 
certain Affiliates of the Bank are or may become parties to certain Hedging 
Agreements with the Borrower, the Mortgagor and/or Affiliates of the Borrower 
or the Mortgagor.  This instrument secures the obligations of the Borrower or 
the Mortgagor or such Affiliates, as the case may be, under such Hedging 
Agreements, and the parties acknowledge for all purposes that the Bank acts 
for itself and as agent on behalf of such Affiliates of the Bank which are so 
entitled to share in the rights and benefits accruing to the Bank under this 
instrument in respect of the Mortgaged Property.

     VII.23   Transfer of the Notes without Notarial Act.  The parties hereto 
agree that the Notes may be transferred without the necessity for a notarial 
act of transfer thereof, and that any such transfer shall carry with it into 
the hands of any future holder or holders of the Notes full and entire 
subrogation of title in and to the Notes to any and all rights and privileges 
under this instrument herein granted to the Bank, as holder of the Notes.  
This Mortgage is for the benefit of the Bank for itself and its Affiliates, 
and for such other person or persons as may from time to time become or be the 
holders of any of the Indebtedness, and this Mortgage shall be transferrable 
and negotiable, with the same force and effect and to the same extent as the 
Indebtedness may be transferrable, it being understood that, upon the transfer 
or assignment by the Bank of any of the Indebtedness, the legal holder of such 
Indebtedness shall have all of the rights granted to the Bank under this 
Mortgage.  The Mortgagor specifically agrees that upon any transfer of all or 
any portion of the Indebtedness, this Mortgage shall secure with retroactive 
rank the then existing Indebtedness of the Mortgagor to the transferee and any 
and all Indebtedness to such transferee thereafter arising.

     VII.24  Authentic Evidence.  Any and all declarations of facts made by 
authentic act before a notary public in the presence of two witnesses by a 
person declaring that such facts lie within his knowledge, shall constitute 
authentic evidence of such facts for the purpose of executory process.  The 
Mortgagor specifically agrees that such an affidavit by a representative of 
the Bank as to the existence, amount, terms and maturity of the Indebtedness 
and of a default thereunder shall constitute authentic evidence of such facts 
for the purpose of executory process.  For purposes of executory process, the 
Mortgagor declares that on this 19th day of November, 1998, it has appeared in 
the presence of the undersigned Notary Public and two witnesses and has 
executed this instrument through its General Partner, such general partner 
being represented herein by B. Carl Price its President, duly authorized 
pursuant to Resolutions of the Board of Directors of such general partner, a 
certified copy of which is annexed hereto as Exhibit "B" and the Trustees and 
the Bank declare that on this  19th day of November, 1998, they have appeared 
in the presence of the undersigned Notary Public and two witnesses and have 
executed this instrument.

     IN WITNESS WHEREOF, the Mortgagor has executed or caused to be executed 
this Mortgage, Deed of Trust, Assignment, Security Agreement, Financing 
Statement and Fixture Filing in the presence of the undersigned Notary Public 
and two witnesses on this 18th day of November, 1998.


                                 MORTGAGOR AND DEBTOR

Witnesses to
all signatures:

                                          


                                          

FUTURE ACQUISITION 1995 LTD, 
a Texas limited partnership

By:     Future Petroleum Corporation, a Texas 
corporation, its sole general partner

By:/s/ Carl Price 
Title:  President     
Printed Name: B. Carl Price      


BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP, a 
Texas limited partnership

By:     Future Petroleum Corporation, a Texas 
corporation, its sole general partner

By: /s/ Carl Price       
Title:  President     
Printed Name: B. Carl Price      



NCI-SHAWNEE LIMITED PARTNERSHIP,
a Texas limited partnership

By:     Future Petroleum Corporation, a Texas 
corporation, its sole general partner

By: /s/ Carl Price       
Title:  President     
Printed Name: B. Carl Price      




ATTEST:


/s/ Christie Sirera                 
Secretary
Printed Name: Christie Sirera      

The name and mailing address of the Mortgagor is:

c/o  Future Petroleum Corporation
2351 W.  Northwest Highway
Dallas, TX  75220



Notary Public

IN WITNESS WHEREOF, the Trustees and the Bank have executed or caused to 
be executed this Mortgage, Deed of Trust, Assignment, Security Agreement, 
Financing Statement and Fixture Filing in the presence of the undersigned 
Notary Public and two witnesses on this 18th day of November, 1998.


Witnesses to
all signatures:

                                          


                                          


                            SECURED PARTIES

     
Richard A. Bernardy, Trustee



     
John H. Homier, Trustee


BANK OF AMERICA NATIONAL TRUST AND SAVINGS 
ASSOCIATION



By: /s/ Richard Bernardy      
Vice President
Printed Name: Richard Bernardy

ATTEST:


/s/ John H. Homier
Banking Officer/Clerk
Printed Name John H. Homier     


The names and mailing addresses
of the Secured Parties are:

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION

Richard H. Bernardy, Trustee and John H. Homier Trustee

231 South LaSalle Street
Chicago, Cook County, Illinois  60697
Attention:  Energy and Minerals Department
                Oil and Gas Group


Notary Public

This Instrument Was Prepared By:

Kevin L. Shaw, Esq.
Mayer, Brown & Platt
350 South Grand Avenue
Los Angeles, CA  90071






STATE OF TEXAS     )
                   )  SS.
COUNTY OF HARRIS   )


BE IT REMEMBERED that I, TERESA H.  CATO, a Notary Public duly 
qualified, commissioned, sworn and acting in and for the County and State 
aforesaid, hereby certify that, on this 19th day of November, 1998, there 
appeared before me severally each of the following persons, each being either 
a Trustee or else the designated officer of the corporation or association set 
opposite his name, and each such Trustee, corporation and association being a 
party to the foregoing instrument:

Carl Price, the President and Secretary of Future Petroleum Corporation, 
a Texas corporation, the sole general partner of (1) Future Acquisition 1995, 
Ltd., a Texas limited partnership (2) BMC Development No. 1 Limited 
Partnership, a Texas limited partnership and (3) NCI-Shawnee Limited 
Partnership, a Texas limited partnership, whose address is 2351 West Northwest 
Highway, Suite 2130, Dallas, Texas 75220;

Richard H. Bernardy, Vice President of Bank of America National Trust 
and Savings Association, a national banking association, whose address is 
231 South LaSalle Street, Chicago, Illinois 60697; and

Richard H. Bernardy and John H. Homier whose addresses are 231 South 
LaSalle Street, Chicago, Illinois 60697, as Trustees.

ILLINOIS     The foregoing instrument was acknowledged before me this day by 
said persons as the designated officers of the corporation 
or association set opposite their names (or as Trustees, as 
the case may be) on behalf of said corporation or 
association (or themselves, as Trustees).

NEW MEXICO     The foregoing instrument was acknowledged before me this day by 
each such person as the designated officers of the 
corporation or association set opposite their names (or as 
Trustees, as the case may be) on behalf of said corporation 
or association, or himself as a Trustee, as the case may be.

OKLAHOMA     Before me on this day personally appeared the aforementioned 
persons, to me known to be the identical persons who 
subscribed the names of the respective makers thereof to the 
foregoing instrument in the capacities set forth opposite 
the names of such persons above, and each such person 
acknowledged to me that he executed the same as his free and 
voluntary act and deed and as the free and voluntary act and 
deed of the corporation or association set opposite his name 
(or of himself as Trustee, as the case may be) for the uses 
and purposes therein set forth.

TEXAS   This instrument was acknowledged before me on this day by each such 
person as the designated officer of the corporation or 
association set opposite his name (or a Trustee, as the case 
may be), on behalf of said corporation or association set 
opposite his name (or of himself as Trustee, as the case may 
be).

MISSISSIPPI     Before me on this day personally appeared the aforementioned 
persons, whose names are signed to the foregoing conveyance 
in the capacities set forth opposite the names of such 
persons above, and who are known to me, acknowledged before 
me on this day that, being informed of the contents of the 
conveyance, they, as such officers or Trustees with full 
authority, executed the same voluntarily for and as the act 
of said association or said Trustees, as the case may be.



    Witness my hand and official seal.



     
      Notary Public
      Residing at:     700 Louisiana, Suite 
                       3600
                       Houston, Texas  77002

My commission expires:

     EXHIBIT A To Mortgage, Deed of Trust, Assignment,
     Security Agreement, Financing Statement and Fixture Filing, dated
     November 18, 1998 from FUTURE ACQUISITION 1995 LTD.,
     BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP, and
     NCI-SHAWNEE LIMITED PARTNERSHIP
     to Richard A. Bernardy and John H. Homier
     and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION

     List of Properties

1.     Depth limitations, unit designations, unit tract descriptions and 
descriptions (including percentages, decimals or fractions) of undivided 
leasehold interests, well names, "Operating Interests", "Working Interests" 
and "Net Revenue Interests" contained in this Exhibit A and the listing of any 
percentage, decimal or fractional interest in this Exhibit A shall not be 
deemed to limit or otherwise diminish the interests being subjected to the 
lien, security interest and encumbrance of this instrument.

2.     Some of the land descriptions in this Exhibit A may refer only to 
a portion of the land covered by a particular lease.  This instrument is not 
limited to the land described in Exhibit A but is intended to cover the entire 
interest of the Mortgagor in any lease described in Exhibit A even if such 
interest relates to land not described in Exhibit A.  Reference is made to the 
land descriptions contained in the documents of title recorded as described in 
this Exhibit A.  To the extent that the land descriptions in this Exhibit A 
are incomplete, incorrect or not legally sufficient, the land descriptions 
contained in the documents so recorded are incorporated herein by this 
reference.

3.     References in Exhibit A to instruments on file in the public 
records are made for all purposes.  Unless provided otherwise, all recording 
references in Exhibit A are to the official real property records of the 
county or counties (or parish or parishes) in which the mortgaged property is 
located and in which records such documents are or in the past have been 
customarily recorded, whether Deed Records, Oil and Gas Records, Oil and Gas 
Lease Records or other records.

4.     A statement herein that a certain interest described herein is 
subject to the terms of certain described or referred to agreements, 
instruments or other matters shall not operate to subject such interest to any 
such agreement, instrument or other matter except to the extent that such 
agreement, instrument or matter is otherwise valid and presently subsisting 
nor shall such statement be deemed to constitute a recognition by the parties 
hereto that any such agreement, instrument or other matter is valid and 
presently subsisting.


     [ADD PROPERTY DESCRIPTIONS]

     EXHIBIT B To Mortgage, Deed of Trust, Assignment,
     Security Agreement, Financing Statement and Fixture Filing, dated
     November 18, 1998 from FUTURE ACQUISITION 1995 LTD.,
     BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP, and
     NCI-SHAWNEE LIMITED PARTNERSHIP
     to Richard A. Bernardy and John H. Homier
     and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION


     Notary's Certificate

The undersigned Notary Public hereby certifies that attached hereto are 
certified copies of Resolutions produced by the Mortgagor and attached by me 
to this Mortgage, Deed of Trust, Security Agreement, Financing Statement and 
Fixture Filing.


                                    
NOTARY PUBLIC


     [Certified Resolutions of the general partner of the Mortgagor]
     [Louisiana requirement only]

 



                                     AMENDMENT TO
                          MORTGAGE, DEED OF TRUST, ASSIGNMENT,
               SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING


                                        FROM

                            FUTURE ACQUISITION 1995, LTD.,
                           (Taxpayer I.D. No. 75-2630182)
                  BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP AND
                           (Taxpayer I.D. No. 75-2648720)
                          NCI-SHAWNEE LIMITED PARTNERSHIP
                           (Taxpayer I.D. No. 75-2563029)


                                         TO


                              JOHN H. HOMIER, Trustee


                                        AND


                            RICHARD A. BERNARDY, Trustee


                                        AND


                                   BANK OF AMERICA
                        NATIONAL TRUST AND SAVINGS ASSOCIATION
                            (Taxpayer I.D. No. 94-1687665)
                      for itself and as Agent for its Affiliates
                                                                              
                                  

                          Dated as of November 18, 1998
 
"THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS."

"THIS INSTRUMENT SECURES PAYMENT OF FUTURE ADVANCES."

"THE OIL AND GAS INTERESTS INCLUDED IN THE MORTGAGED PROPERTY WILL BE FINANCED 
AT THE WELLHEADS OF THE WELLS LOCATED ON THE PROPERTIES DESCRIBED IN EXHIBIT 
AA HERETO, AND THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER 
PLACES, IN THE REAL ESTATE RECORDS OF THE COUNTY RECORDERS OF KERN COUNTY, 
CALIFORNIA, AND IN LEA COUNTY, NEW MEXICO, AND IN MIDLAND, HUTCHINSON, 
LUBBOCK, CARSON, GRAY, MOORE, JASPER, SAN PATRICIO, WHARTON, CRANE, HARRIS, 
MONTGOMERY, DAWSON AND WICHITA COUNTIES, TEXAS AND IN MARSHALL, GRANT AND 
POTTOWATAMIE COUNTIES, OKLAHOMA."

"THE MORTGAGOR HAS AN INTEREST OF RECORD IN THE REAL ESTATE CONCERNED, WHICH 
IS DESCRIBED IN EXHIBIT AA HERETO."

"SOME OF THE PERSONAL PROPERTY CONSTITUTING A PORTION OF THE MORTGAGED 
PROPERTY IS OR IS TO BE AFFIXED TO THE PROPERTIES DESCRIBED IN EXHIBIT AA 
HERETO, AND THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER 
PLACES, IN THE REAL ESTATE RECORDS."

"A POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT.  A POWER OF SALE MAY 
ALLOW THE MORTGAGEE TO TAKE THE  MORTGAGED PROPERTY AND SELL IT WITHOUT GOING 
TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE MORTGAGOR UNDER THIS 
INSTRUMENT."

"THE SECURED PARTIES ARE NOT A SELLER OR PURCHASE MONEY LENDER OF THE 
COLLATERAL."


THIS INSTRUMENT WAS PREPARED BY AND
WHEN RECORDED AND/OR
FILED RETURN TO:

Kevin L. Shaw, Esq.
Mayer, Brown & Platt
350 South Grand Avenue
Suite 2500
Los Angeles, CA  90071

                                 AMENDMENT TO MORTGAGE,
                      DEED OF TRUST, ASSIGNMENT, SECURITY AGREEMENT,
                         FINANCING STATEMENT AND FIXTURE FILING


     THIS AMENDMENT TO MORTGAGE, DEED OF TRUST, ASSIGNMENT, SECURITY 
AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING, dated as of November 18, 
1998 (herein called this "Amendment"), is from FUTURE ACQUISITION 1995, LTD., 
a Texas limited partnership, BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP, a 
Texas limited partnership and NCI-SHAWNEE LIMITED PARTNERSHIP, a Texas limited 
partnership (herein collectively called the "Mortgagor"), to John H. Homier 
and Richard A. Bernardy of Chicago, Illinois, as Trustees (hereinafter 
defined), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION having 
offices at 231 South LaSalle Street, Chicago, Illinois 60697 (herein called 
the "Bank"),

                                W I T N E S E T H:


     WHEREAS, the Mortgagor has heretofore executed and delivered to the 
Bank, for itself and as agent for its Affiliates (as such term is defined in 
the Credit Agreement referred to below) and John H. Homier and Richard A. 
Bernardy, as trustees for the Bank (each person acting in such capacity being 
herein sometimes individually called a "Trustee" and collectively called the 
"Trustees"), that certain Mortgage, Deed of Trust, Assignment, Security 
Agreement and Financing Statement, dated as of August 14, 1998 (herein called 
the "Mortgage"), to secure payment of indebtedness owed or to be owing to the 
Bank pursuant to the terms of a certain Credit Agreement dated as of August 
14, 1998 (as the same has been or may have been amended or modified, herein 
called the "Existing Credit Agreement"), between FUTURE PETROLEUM CORPORATION, 
a Utah corporation ("Borrower") and the Bank, including, without limitation, 
indebtedness evidenced by that certain Secured Promissory Note of the 
Borrowers, dated August 14, 1998, in the original principal amount of 
$20,000,000, payable to the Bank or its order on or before August 14, 2003, 
bearing interest at the rates provided for therein, and containing provisions 
for payment of attorneys' fees and acceleration of maturity in the event of 
default, as therein set forth (herein called the "Prior Note");

     WHEREAS, pursuant to the terms of a certain Amendment No. 1 to Credit 
Agreement, dated as of November 16, 1998 (herein called the "First Amendment"; 
the Existing Credit Agreement, as amended by the First Amendment, being herein 
called the "Credit Agreement"), between the Mortgagor and the Bank, the 
Mortgagor has executed and delivered to the Bank its new promissory note, 
dated November 18, 1998, in the original principal amount of $27,500,000, 
payable to the Bank or its order on or before August 14, 2003, bearing 
interest at the rates provided for therein, and containing provisions for 
payment of attorneys' fees and acceleration of maturity in the event of 
default, as therein set forth (herein, together with any extensions or 
renewals thereof or replacements or substitutions therefor, called the "New 
Note"), said New Note evidencing (i) to the extent of $20,000,000, a renewal 
of the principal amount of the Prior Note, and (ii) to the extent of the 
balance thereof, additional loans to be made by the Bank to the Mortgagor 
pursuant to the terms of the Credit Agreement;

     WHEREAS, the Mortgage has been filed and recorded as set forth in 
Schedule I hereto, among other places;

     WHEREAS, the Mortgagor desires to amend the Mortgage so as, among other 
things, to include the Indebtedness (as defined in the Mortgage and used 
herein with the meaning assigned to such term therein) the New Note and all 
other obligations and liabilities of Mortgagor under the Credit Agreement;

     NOW, THEREFORE, in consideration of the premises and of the debts and 
trusts mentioned above and the agreements herein contained and other good and 
valuable considerations, the parties hereto agree as follows:

     1.      REAFFIRMANCE OF THE MORTGAGE.  To secure the Indebtedness, the 
Mortgagor has granted, bargained, sold, warranted, mortgaged, assigned, 
transferred and conveyed, and by these presents does grant, bargain, 
sell, warrant, mortgage, assign, transfer and convey unto the Trustees, 
in trust, with power of sale, for the use and benefit of the Agent, for 
itself and as agent for the Lenders and for its Affiliates, all of the 
Mortgagor's right, title and interest, whether now owned or hereafter 
acquired, in and to the Mortgaged Property (as defined in the Mortgage 
and used herein with the meaning assigned to such term therein).

     TO HAVE AND TO HOLD the Mortgaged Property, together with the rights, 
privileges and appurtenances now or hereafter at any time before the release 
hereof in anywise belonging or appertaining thereto, unto the Trustees forever 
to secure the payment of the Indebtedness and the performance of the 
obligations of the Mortgagor contained herein and in the Mortgage.

     2.      INCLUSION IN THE INDEBTEDNESS OF THE NEW NOTE AND OTHER 
OBLIGATIONS.  The New Note and all obligations and liabilities of the 
Mortgagor under the Credit Agreement are hereby made a part of the 
Indebtedness, and the term Indebtedness shall, when used herein or in 
the Mortgage, be deemed to include the New Note and all obligations and 
liabilities of the Mortgagor under the Credit Agreement.  Each reference 
in the Mortgage to a Note or the Notes shall be deemed to include 
reference to the New Note.

     3.      WARRANTIES, COVENANTS AND AGREEMENTS.  The representations, 
warranties, covenants and agreements contained in the Mortgage are 
hereby remade by the Mortgagor and (together with the remedies contained 
in the Mortgage) are in full force and effect as of the date hereof.

     4.      MISCELLANEOUS PROVISIONS.

     1.      This Amendment shall be considered as an amendment to the 
     Mortgage and, except as herein expressly amended, the Mortgage is 
     hereby ratified, approved and confirmed in every respect.  All 
     references to the Mortgage in any other document shall hereafter 
     be deemed to refer to the Mortgage as amended and supplemented 
     hereby.

     2.      This Amendment may be executed in any number of counterparts, 
     each of which shall be deemed an original and all of which are 
     identical, except that (i) in certain counterparts, portions of 
     Exhibit AA hereto, containing specific descriptions of property 
     situated in jurisdictions other than the jurisdiction in which the 
     particular counterpart is to be filed or recorded, may have been 
     omitted, and (ii) in the case of certain counterparts to be 
     recorded and filed in jurisdictions where the Mortgage has not 
     been recorded and filed, in order to place on record the Mortgage, 
     there are attached to such counterparts conformed copies of the 
     Mortgage, the contents of which by this reference are hereby 
     adopted, assumed, ratified, approved and confirmed in each and 
     every respect by the Mortgagor.

     3.      The Mortgagor hereby represents and warrants to the Trustees 
     and the Bank as follows:

     1.      Each entity comprising the Mortgagor is a limited 
     partnership, duly organized, validly existing and in good 
     standing under the laws of the State of Texas;

     2.      The execution and delivery of this Amendment, the New 
     Note and the Credit Agreement and the performance by the 
     Mortgagor of its obligations hereunder, are within the 
     Mortgagor's partnership powers, have been duly authorized by 
     all necessary partnership action, have received all 
     necessary governmental approval (if any shall be required), 
     and do not and will not contravene or conflict with any 
     provision of law or of the partnership agreement of the 
     Mortgagor or of any agreement binding upon the Mortgagor; 
     and

     3.      This Amendment, the New Note and the Credit Agreement 
     is the legal, valid and binding obligation of the Mortgagor, 
     enforceable in accordance with their respective terms.
 
     4.      This Amendment is, and the New Note and the Credit 
     Agreement when duly executed and delivered will be, the 
     legal, valid and binding obligations of the Mortgagor, 
     enforceable in accordance with their respective terms.
 
     5.      The indebtedness evidenced by the Prior Note is a 
     continuing indebtedness and nothing contained herein or in 
     any other document shall be construed to deem paid the Prior 
     Note, or as a novation of the Prior Note or the Mortgage, or 
     to release or terminate any lien or security interest which 
     secures payment of the Prior Note, and all liens and 
     security interests which secure payment of the Prior Note 
     (including, without limitation, those created by the 
     Mortgage) shall continue in full force and effect, 
     unimpaired from the date(s) of their creation and 
     perfection.

     4.      Section headings in this Amendment, the New Note and the 
Credit Agreement are inserted for convenience of reference and 
shall not be considered a part of this Amendment, the New Note and 
the Credit Agreement or used in its interpretation.

     5.      At the option of the Bank, this Amendment, the New Note and 
the Credit Agreement, or a carbon, photographic or other 
reproduction of this Amendment, the New Note and the Credit 
Agreement or of any Uniform Commercial Code financing statement 
covering the Mortgaged Property or any portion thereof shall be 
sufficient as a Uniform Commercial Code financing statement and 
may be filed as such.

     IN WITNESS WHEREOF, the parties hereto have executed or caused to be 
executed this Amendment on the day, month and year first above written.

                              MORTGAGOR AND DEBTOR

FUTURE ACQUISITION 1995, LTD., a Texas 
limited partnership

By:     Future Petroleum Corporation, a 
Texas corporation, its sole general 
partner
ATTEST:

By  /s/ Christie Sirera
Secretary       Title                                                  
Printed Name Christie Sirera 
                

BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP, 
a Texas limited partnership

By:     Future Petroleum Corporation, a 
Texas corporation, its sole general 
partner
ATTEST:

By  /s/ Christie Sirera                          
Secretary       Title                                                  
Printed Name Christie Sirera
                

NCI-SHAWNEE LIMITED PARTNERSHIP, a Texas 
limited partnership

By:     Future Petroleum Corporation, a 
Texas corporation, its sole general 
partner
ATTEST:

By  /s/ Christie Sirera                            
Secretary       Title                                                  
Printed Name Christie Sirera
                

The name and mailing address of the Mortgagor is:

2351 West Northwest Highway
Suite 2130
Dallas, TX  75220

     SECURED PARTIES


                              
                              
John H. Homier, Trustee


                                          
                 
Richard A. Bernardy, Trustee


BANK OF AMERICA NATIONAL TRUST AND SAVINGS 
ASSOCIATION, for itself and as agent for 
its Affiliates


By   /s/ Richard A. Bernardy                            
Vice President
Printed Name Richard A. Bernardy                           
          
ATTEST:

                                                 
Banking Officer/Clerk
Printed Name                               


WITNESSES TO ALL SIGNATURES:







The names and mailing addresses of the Secured Parties are:

BANK OF AMERICA NATIONAL TRUST 
AND SAVINGS ASSOCIATION
John H. Homier, Trustee and Richard A. Bernardy, Trustee

231 South LaSalle Street
Chicago, Cook County, Illinois  60697
Attention:  Energy and Minerals Department
            Oil and Gas Group


This Instrument Was Prepared By:

Kevin L. Shaw, Esq. 
Mayer, Brown & Platt
350 South Grand Avenue
Suite 2500
Los Angeles, CA  90071



STATE OF TEXAS          )
                        )  SS.
COUNTY OF HARRIS        )

BE IT REMEMBERED that I, TERESA H. CATO, a Notary 
Public duly qualified, commissioned, sworn and acting in and 
for the County and State aforesaid, hereby certify that, on 
this         day of November, 1998, there appeared before me 
severally each of the following persons, each being either a 
Trustee or else the designated officer of the association 
set opposite his name, and each such Trustee and association 
being a party to the foregoing instrument:

John H. Homier, Vice President, and Richard A. 
Bernardy, Banking Officer/Clerk, of Bank of America National 
Trust and Savings Association, a national banking 
association, whose address is 231 South LaSalle Street, 
Chicago, Illinois 60697; and

John H. Homier and Richard A. Bernardy, whose 
addresses are 231 South LaSalle Street, Chicago, Illinois 
60697, as Trustees.


TEXAS and
OKLAHOMA          This instrument was acknowledged before me on this day by 
each such person as the designated officer of the 
association set opposite his name (or a Trustee, as the case 
may be), on behalf of said association set opposite his name 
(or of himself as Trustee, as the case may be).

Witness my hand and official seal.


                                          
              
          Notary Public
Residing at:     700 Louisiana, Suite 3600
                  Houston, Texas  77002

My commission expires:

STATE OF TEXAS       )
                     )  SS.
COUNTY OF HARRIS     )

BE IT REMEMBERED that I, TERESA H.  CATO, a Notary 
Public duly qualified, commissioned, sworn and acting in and 
for the County and State aforesaid, hereby certify that, on 
this 19th day of November, 1998, there appeared before me 
severally each of the following persons, each being the 
designated officer of the corporation set opposite his name 
and such corporation being a party to the foregoing 
instrument:

B. Carl Price, the President and Secretary of Future 
Petroleum Corporation, a Texas corporation, the sole general 
partner of each of (1) Future Acquisition 1995, Ltd., a 
Texas limited partnership, (2) BMC Development No. 1 Limited 
Partnership, a Texas limited partnership, and (3) NCI-
Shawnee Limited Partnership, a Texas limited partnership, 
whose address is c/o Future Petroleum Corporation, 2351 West 
Northwest Highway, Suite 2130, Dallas, Texas 75220.



TEXAS and
OKLAHOMA          This instrument was acknowledged before me on this day by 
each such person as the designated officer of the 
corporation set opposite his name on behalf of said corpora-
tion.

Witness my hand and official seal.



                                          
                
        Notary Public

Residing at:     700 Louisiana, Suite 3600
                 Houston, Texas  77002

My commission expires:

                                    Schedule I


A.     Mortgage, Deed of Trust, Assignment, Security Agreement and Financing 
Statement, dated as of August 14, 1998, from Mortgagor to the Bank was 
recorded and filed as follows:



JURISDICTION                        FILE NO.                      DATE

Lea County, New Mexico        Book 901, Page 276            August 24, 1998

Gray County, Texas            Volume 734, Page 398          August 24, 1998

Wichita County, Texas         Volume 2030, Page 280         August 24, 1998

Pottawatomie County, 
Oklahoma                      Book 2835, Page 232           August 24, 1998

Carson County, Texas          Volume 289, Page 756          August 24, 1998

Midland County, Texas         Volume 1593, Page 430         August 24, 1998

Hutchinson County, Texas      Volume 902, Page 263          August 24, 1998

Grant County, Oklahoma        Book 515, Page 699            August 24, 1998

Marshall County, New Mexico   Book 673, Page 659            August 24, 1998

Lubbock County, Texas         Volume 5965, Page 10          August 24, 1998

Moore County, Texas           Volume 499, Page 636          August 24, 1998



                        EXHIBIT AA To Amendment to Mortgage,
                  Deed of Trust, Assignment, Security Agreement,
                  Financing Statement and Fixture Filing, dated
                              as of November 18, 1998,
                        from Future Acquisition 1995, Ltd.,
                  BMC Development No. 1 Limited Partnership
                      and NCI Shawnee Limited Partnership
                  to John H. Homier and Richard A. Bernardy
             and Bank of America National Trust and Savings Association

     List of Properties

     1.  Depth limitations, unit designations, unit tract descriptions and 
descriptions of undivided leasehold interests, well names, "Operating 
Interests", "Working Interests" and "Net Revenue Interests" contained in this 
Exhibit AA and the listing of any percentage, decimal or fractional interest 
in this Exhibit AA shall not be deemed to limit or otherwise diminish the 
interests being subjected to the lien, security interest and encumbrance of 
this instrument.

     2.  Some of the land descriptions in this Exhibit AA may refer only to a 
portion of the land covered by a particular lease.  This instrument is not 
limited to the land described in Exhibit AA but is intended to cover the 
entire interest of the Mortgagor in any lease described in Exhibit AA even if 
such interest relates to land not described in Exhibit AA.  Reference is made 
to the land descriptions contained in the documents of title recorded as 
described in this Exhibit AA.  To the extent that the land descriptions in 
this Exhibit AA are incomplete, incorrect or not legally sufficient, the land 
descriptions contained in the documents so recorded are incorporated herein by 
this reference.

     3.  References in Exhibit AA to instruments on file in the public records 
are made for all purposes.  Unless provided otherwise, all recording references 
in Exhibit AA are to the official real property records of the county or 
counties (or parish or parishes) in which the mortgaged property is located and 
in which records such documents are or in the past have been customarily 
recorded, whether Deed Records, Oil and Gas Records, Oil and Gas Lease Records 
or other records.

     4.  A statement herein that a certain interest described herein is subject 
to the terms of certain described or referred to agreements, instruments or 
other matters shall not operate to subject such interest to any such agreement, 
instrument or other matter except to the extent that such agreement, 
instrument or matter is otherwise valid and presently subsisting nor shall 
such statement be deemed to constitute a recognition by the parties  hereto 
that any such agreement, instrument or other matter is valid and presently 
subsisting.



                                     Exhibit F to
                                  Amendment No. 1 to
                                   Credit Agreement


     Forms of Opinion
[Please contact the Company for copies]


                                      Exhibit G to
                                   Amendment No. 1 to
                                    Credit Agreement


     Form of Title Counsel Opinion
[Please contact the Company for copies]


                                      EXHIBIT 10.03

AMENDED AND RESTATED
                            SECURED PROMISSORY NOTE


$27,500,000.00                                                 November 18, 1998


     FOR VALUE RECEIVED, the undersigned, FUTURE PETROLEUM CORPORATION, a Utah 
corporation (the "Borrower"), promises to pay to the order of BANK OF AMERICA 
NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association (the 
"Lender") on August 14, 2003, the principal sum of TWENTY-SEVEN MILLION, FIVE 
HUNDRED THOUSAND DOLLARS ($27,500,000.00) or, if less, the aggregate unpaid 
principal amount of all Loans shown on the schedule attached hereto (and any 
continuation thereof) made by the Lender pursuant to that certain Credit 
Agreement, dated as of August 14, 1998, as amended by that certain Amendment No.
1 to Credit Agreement dated as of November 16, 1998 (together with all 
amendments and other modifications, if any, from time to time thereafter 
made thereto, the "Credit Agreement"), among the Borrower and the Lender.

     The Borrower also promises to pay interest on the unpaid principal amount
hereof from time to time outstanding from the date hereof until maturity 
(whether by acceleration or otherwise) and, after maturity, until paid, at the 
rates per annum and on the dates specified in the Credit Agreement.

     Payments of both principal and interest are to be made in lawful money of 
the United States of America in same day or immediately available funds to the 
account designated by the Lender pursuant to the Credit Agreement.

     This Note amends and restates in their entirety those notes previously made
and given by the Borrower to the Lender as more particularly described in the 
Credit Agreement.

    This Note is one of the Notes referred to in, and evidences Indebtedness 
incurred under, the Credit Agreement, to which reference is made for a 
description of the security for this Note and for a statement of 
the terms and conditions on which the Borrower is permitted and required to make
prepayments and repayments of principal of the Indebtedness evidenced by this 
Note and on which such Indebtedness may be declared to be immediately due and 
payable.  Unless otherwise defined, terms used herein have the meanings provided
in the Credit Agreement.

    All parties hereto, whether as makers, endorsers, or otherwise, severally 
waive presentment for payment, demand, protest and notice of dishonor.

THIS NOTE HAS BEEN DELIVERED IN CHICAGO, ILLINOIS AND SHALL BE DEEMED TO BE A 
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.


FUTURE PETROLEUM CORPORATION, a Utah corporation



By:     /s/ Carl Price
Name:      Carl Price
Title:      President


                        LOANS AND PRINCIPAL PAYMENTS

                                 EXHIBIT 10.04

FIRST AMENDMENT TO PLEDGE AGREEMENT


     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Future Petroleum 
Corporation, a Utah corporation ("Pledgor"), and Bank of America National 
Trust and Savings Association, a national banking association (the "Lender"),


                                 W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page
of this First Amendment may be detached from any identical counterpart of
this First Amendment having attached to it one or more additional signature
pages.

    6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

    7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

    8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

    IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.


FUTURE PETROLEUM CORPORATION,
a Utah corporation



By:   /s/ Carl Price  
Name: B. Carl Price    
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:  /s/ Richard A. Bernardy   
Name:  Richard A. Bernardy   
Title:  Vice President   

                     FIRST AMENDMENT TO PLEDGE AGREEMENT


     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Future CAL-TEX Corporation, 
a Texas corporation ("Pledgor"), and Bank of America National Trust and 
Savings Association, a national banking association (the "Lender"),


                        W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.


FUTURE CAL-TEX CORPORATION,
a Texas corporation



By: /s/ Carl Price    
Name: B. Carl Price    
Title:  President     



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:  /s/ Richard A. Bernardy     
Name:  Richard A. Bernardy     
Title:  Vice President   

                        FIRST AMENDMENT TO PLEDGE AGREEMENT


     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Future Petroleum 
Corporation, a Texas corporation ("Pledgor"), and Bank of America National 
Trust and Savings Association, a national banking association (the "Lender"),


                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.


FUTURE PETROLEUM CORPORATION,
a Texas corporation



By:  /s/ Carl Price   
Name: B. Carl Price    
Title:   President  



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy    
Title:  Vice President   

                        FIRST AMENDMENT TO PLEDGE AGREEMENT


     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Future Energy Corporation, 
a Nevada corporation ("Pledgor"), and Bank of America National Trust and 
Savings Association, a national banking association (the "Lender"),


                               W I T N E S S E T H:
 
     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.


FUTURE ENERGY CORPORATION,
a Nevada corporation



By: /s/ Carl Price    
Name: B. Carl Price    
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:  /s/ Richard A. Bernardy   
Name: Richard A. Bernardy    
Title:  Vice President    

                           FIRST AMENDMENT TO PLEDGE AGREEMENT


     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Future Acquisition 1995 
Ltd., a Texas limited partnership ("Pledgor"), and Bank of America National 
Trust and Savings Association, a national banking association (the "Lender"),


                                 W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.


FUTURE ACQUISITION 1995 LTD.,
a Texas limited partnership



By:  /s/ Carl Price   
Name: B. Carl Price    
Title:  President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By: /s/ Richard A. Bernardy    
Name:  Richard A. Bernardy   
Title:  Vice President   

                          FIRST AMENDMENT TO PLEDGE AGREEMENT


     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among BMC Development No. 1 
Limited Partnership, a Texas limited partnership ("Pledgor"), and Bank of 
America National Trust and Savings Association, a national banking association 
(the "Lender"),


                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.


BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP,
a Texas limited partnership



By:  /s/ Carl Price   
Name: B. Carl Price    
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy  
Title:  Vice President    

                          FIRST AMENDMENT TO PLEDGE AGREEMENT


     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among NCI Shawnee L.P., a Texas 
limited partnership ("Pledgor"), and Bank of America National Trust and 
Savings Association, a national banking association (the "Lender"),


                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

    2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

    3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

    4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

    4.1     Pledgor has full power and authority to execute, deliver and 
    perform its obligations under this First Amendment and all other 
    Loan Documents delivered to the Lender in connection herewith, and 
    this First Amendment and all such Loan Documents are the legally 
    valid and binding obligations of Pledgor, enforceable against 
    Pledgor in accordance with their respective terms;

    4.2     The representations and warranties made and given by Pledgor in 
    the Pledge Agreement and the other Loan Documents are true and 
    correct as of the date hereof and Pledgor has performed each of 
    the covenants and agreements in the Pledge Agreement and the other 
    Loan Documents required to be performed by Pledgor as of the date 
    hereof; and

    4.3     To Pledgor's best knowledge, there is no Default or Event of 
    Default by Borrower or any other Obligor under the Credit 
    Agreement, the Credit Agreement or any other Loan Document and no 
    event exists which, with the giving of notice or the passage of 
    time or both, would give rise to a Default or Event of Default by 
    Borrower or any other Obligor under the Credit Agreement or any 
    Loan Document.

    5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

    6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

    7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

    8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

    IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.


NCI SHAWNEE L.P.,
a Texas limited partnership



By:   /s/ Carl Price  
Name: B. Carl Price    
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By: /s/ Richard A. Bernardy    
Name:  Richard A. Bernardy   
Title:  Vice President    

                          FIRST AMENDMENT TO PLEDGE AGREEMENT


     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among EnCap Equity 1994 Limited 
Partnership, a Texas limited partnership ("Pledgor"), and Bank of America 
National Trust and Savings Association, a national banking association (the 
"Lender"),


                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.


ENCAP EQUITY 1994 LIMITED PARTNERSHIP,
a Texas limited partnership



By:     
Name:     
Title:     



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:   /s/ Richard A. Bernardy  
Name: Richard A. Bernardy    
Title:  Vice President   

                          FIRST AMENDMENT TO PLEDGE AGREEMENT


     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Energy Capital Investment 
Company PLC, an English investment company ("Pledgor"), and Bank of America 
National Trust and Savings Association, a national banking association (the 
"Lender"),


                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;
 
     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.


ENERGY CAPITAL INVESTMENT COMPANY PLC,
an English investment company



By:     
Name:     
Title:     



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:   /s/ Richard A. Bernardy  
Name:  Richard A. Bernardy   
Title:  Vice President    

                        FIRST AMENDMENT TO PLEDGE AGREEMENT


     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Bargo Energy Resources, 
Ltd., a Texas limited partnership ("Pledgor"), and Bank of America National 
Trust and Savings Association, a national banking association (the "Lender"),


                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.


BARGO ENERGY RESOURCES, LTD. ,
a Texas limited partnership



By:   /s/ Tim J. Goff  
Name: Tim J. Goff    
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:   /s/ Richard A. Bernardy 
Name:  Richard A. Bernardy    
Title: Vice President    

FIRST AMENDMENT TO PLEDGE AGREEMENT


     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among B. Carl Price,  
("Pledgor"), and Bank of America National Trust and Savings Association, a 
national banking association (the "Lender"),

   
                         W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 18, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.




By: /s/ Carl Price     
Name: B. CARL PRICE



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By: /s/ Richard A. Bernardy
Name: Richard A. Bernardy    
Title: Vice President    

                        FIRST AMENDMENT TO PLEDGE AGREEMENT


     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Don Reynolds,  ("Pledgor"), 
and Bank of America National Trust and Savings Association, a national banking 
association (the "Lender"),


                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 18, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.




By: /s/ Don Wm. Reynolds    
Name: DON REYNOLDS




BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By: /s/ Richard A. Bernardy     
Name: Richard A. Bernardy    
Title: Vice President 

                                 EXHIBIT 10.05

FIRST AMENDMENT TO SECURITY AGREEMENT


     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between Future Petroleum 
Corporation, a Utah corporation ("Grantor") and Bank of America National Trust 
and Savings Association, a national banking association (the "Lender"),


                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 

     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


FUTURE PETROLEUM CORPORATION,
a Utah corporation


By:   /s/ Carl Price  
Name: B. Carl Price    
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:   /s/ Richard A. Bernardy  
Name:  Richard A. Bernardy   
Title: Vice President    

                          FIRST AMENDMENT TO SECURITY AGREEMENT


     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between Future CAL-TEX Corporation,
a Texas corporation ("Grantor") and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),


                                 W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 
     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


FUTURE CAL-TEX CORPORATION,
a Texas corporation


By:   /s/ Carl Price  
Name: B. Carl Price    
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:   /s/ Richard A. Bernardy  
Name:  Richard A. Bernardy   
Title: Vice President    

                          FIRST AMENDMENT TO SECURITY AGREEMENT


     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between Future Petroleum 
Corporation, a Texas corporation ("Grantor") and Bank of America National Trust 
and Savings Association, a national banking association (the "Lender"),


                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 
     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


FUTURE PETROLEUM CORPORATION,
a Texas corporation


By:   /s/ Carl Price  
Name:  B. Carl Price   
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:   /s/ Richard A. Bernardy    
Name:  Richard A. Bernardy   
Title: Vice President    

                          FIRST AMENDMENT TO SECURITY AGREEMENT


     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between Future Energy Corporation, 
a Nevada corporation ("Grantor") and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),


                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 
     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


FUTURE ENERGY CORPORATION,
a Nevada corporation


By:   /s/ Carl Price  
Name:  B. Carl Price   
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:    /s/ Richard A. Bernardy 
Name:   Richard A. Bernardy  
Title:  Vice President   

                         FIRST AMENDMENT TO SECURITY AGREEMENT


     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between Future Acquisition 1995 
Ltd., a Texas limited partnership ("Grantor") and Bank of America National Trust
and Savings Association, a national banking association (the "Lender"),


                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 
     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.
 
     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


FUTURE ACQUISITION 1995 LTD.,
a Texas limited partnership


By:   /s/ Carl Price  
Name:  B. Carl Price   
Title: President   



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:   /s/ Richard A. Bernardy  
Name:  Richard A. Bernardy   
Title: Vice President    

                        FIRST AMENDMENT TO SECURITY AGREEMENT


     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between BMC Development No. 1 
Limited Partnership, a Texas limited partnership ("Grantor") and Bank of America
National Trust and Savings Association, a national banking association (the 
"Lender"),


                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 
     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.
 
     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

    IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP,
a Texas limited partnership


By:   /s/ Carl Price  
Name:  B. Carl Price   
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:   /s/ Richard A. Bernardy  
Name:  Richard A. Bernardy   
Title: Vice President    

                       FIRST AMENDMENT TO SECURITY AGREEMENT


     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between NCI Shawnee L.P., a Texas 
limited partnership ("Grantor") and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),


                              W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 
     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.
 
     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


NCI SHAWNEE L.P.,
a Texas limited partnership


By:   /s/ Carl Price  
Name:  B. Carl Price   
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:    /s/ Richard A. Bernardy 
Name:   Richard A. Bernardy  
Title:  Vice President   


                                  EXHIBIT 10.06

                             FIRST AMENDMENT TO GUARANTY


     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among Future Petroleum Corporation, a Utah 
corporation ("Guarantor"), and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),


                                 W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;
 
     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


FUTURE PETROLEUM CORPORATION,
a Utah corporation


By: /s/ Carl Price    
Name: B. Carl Price
Title: President



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By: /s/ Richard A. Bernardy     
Name: Richard A. Bernardy    
Title:  Vice President    

                           FIRST AMENDMENT TO GUARANTY


     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among Future CAL-TEX Corporation, a Texas 
corporation ("Guarantor"), and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),


                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


FUTURE CAL-TEX CORPORATION,
a Texas corporation


By:  /s/ Carl Price   
Name: B. Carl Price    
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy    
Title:  Vice President    

                           FIRST AMENDMENT TO GUARANTY


     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among Future Petroleum Corporation, a Texas 
corporation ("Guarantor"), and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),


                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


FUTURE PETROLEUM CORPORATION,
a Texas corporation


By: /s/ Carl Price    
Name: B. Carl Price    
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy    
Title:  Vice President   

                          FIRST AMENDMENT TO GUARANTY


     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among Future Energy Corporation, a Nevada 
corporation ("Guarantor"), and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),


                              W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


FUTURE ENERGY CORPORATION,
a Nevada corporation


By:/s/ Carl Price     
Name: B. Carl Price    
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy    
Title:  Vice President   

                            FIRST AMENDMENT TO GUARANTY


     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among Future Acquisition 1995 Ltd., a Texas 
limited partnership ("Guarantor"), and Bank of America National Trust and 
Savings Association, a national banking association (the "Lender"),


                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

      5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


FUTURE ACQUISITION 1995 LTD.,
a Texas limited partnership


By: /s/ Carl Price    
Name: B. Carl Price     
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy    
Title:  Vice President     

                         FIRST AMENDMENT TO GUARANTY


     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among BMC Development No. 1 Limited 
Partnership, a Texas limited partnership ("Guarantor"), and Bank of America 
National Trust and Savings Association, a national banking association (the 
"Lender"),


                             W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP,
a Texas limited partnership


By:/s/ Carl Price     
Name: B. Carl Price     
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By:  /s/ Richard A. Bernardy   
Name: Richard A. Bernardy    
Title: Vice President   

                             FIRST AMENDMENT TO GUARANTY


     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among NCI Shawnee L.P., a Texas limited 
partnership ("Guarantor"), and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),


                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.


NCI SHAWNEE L.P.,
a Texas limited partnership


By: /s/ Carl Price    
Name: B. Carl Price    
Title: President    



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association



By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy    
Title:  Vice President
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 506403}]
{"company-data": {"conformed-name": "FUTURE PETROLEUM CORP/UT/", "cik": "0000051072", "assigned-sic": "1311", "irs-number": "870239185", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-08609", "film-number": "98764204"}, "business-address": {"street1": "2351 W NW HWY STE 2130", "city": "DALLAS", "state": "TX", "zip": "75220", "phone": "2143507602"}, "mail-address": {"street1": "P O BOX 25253", "city": "DALLAS", "state": "TX", "zip": "75225"}, "former-company": {"former-conformed-name": "INTERMOUNTAIN EXPLORATION CO", "date-changed": "19920703"}}
SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                       FORM 8-K

                     Current Report Under Section 13 or 15(d) of
                         The Securities Exchange Act of 1934

      Date of Report (date of earliest event reported):  November 19, 1998

                             FUTURE PETROLEUM CORPORATION     
              (Exact Name of Registrant as Specified in its Charter)

      Utah                              0-8609                   87-0239185
(State or other jurisdiction of      (Commission          (IRS Employer
 incorporation or organization)       File Number)         Identification No.)

      2351 West Northwest Highway
       Suite 2130, Dallas, Texas                                 75220 
(Address of Principal Executive Offices)                       (Zip Code)

Registrant's Telephone Number, including Area Code:    (214) 350-7602

                           N/A     
(Former name, former address, and formal fiscal year, if 
                                             changed since last report)

               

                    ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

     On November 19, 1998, Future Petroleum Corporation (the "Company") 
completed the acquisition of additional oil and gas properties in connection 
with its ongoing expansion efforts. Such acquisition included interests in 
the Foster /S. Cowden Field located in Ector County, Texas, the Turtle Creek 
Field located in Matagorda County, Texas, the San Miguel Creek Field located 
in McMullen County, Texas, the Leroy North Field located in Vermillion 
Parish, Louisiana, and the Cheniere Field located in Ouachita Parish, 
Louisiana. All of the properties were acquired from Bargo Energy Resources, 
Ltd., a Texas limited partnership and a principal shareholder of the Company 
("Bargo"), who had acquired the properties on the same date from Cody Energy, 
Inc., a Delaware corporation, and Cody Texas, L.P. a Texas limited 
partnership. Under the terms of the agreement between the Company the Bargo, 
Bargo has the option to repurchase the properties from the Company within 90 
days from the date of closing.

     The primary producing formations include Frio for the North Leroy 
Field, the Edwards for the Sand Miguel, Frio for the Turtle Creek Field, the 
Grayburg/Canyon for the Foster/Cowden and the Cadeville for the Cheniere 
Field.  The properties include interests in 52 producing oil and natural gas 
wells. The Company will not be the operator on a portion of the acquired 
wells.

     As of August 1, 1998, the acquired properties had aggregate estimated 
net total proved reserves of 517 thousand barrels of oil and 18.786 billion 
cubic feet of natural gas, or 21.886 billion cubic feet equivalent.

     The aggregate purchase price for the properties acquired was $4.467 
million in cash.  The Company financed the purchase of the properties by 
increasing the borrowing base under the credit agreement with Bank of America 
established in August 1998 and borrowing such funds from Bank of America. As 
amended, the maximum commitment amount was increased to $27.5 million and the 
Company's current borrowing base was increased to $24.2 million.

     Because of the ownership by Bargo of a substantial portion of the 
issued and outstanding stock of the Company, the terms of the purchase were 
not deemed to be the result of arm's length negotiations. All members of the 
board of directors, including those designated by Bargo, unanimously approved 
the terms of the transaction and believe them to be fair to the Company from 
a financial point of view.

                      ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

a)     Financial statements required by this item will be filed by amendment 
       as soon as practicable, but no later than 60 days after the filing of 
       this report on Form 8-K.

c)     Exhibits

The following exhibits are included as part of this report:

           SEC
Exhibit   Reference 
Number    Number                  Title of Document                  Location
-------------------------------------------------------------------------------
Item 10     Material Contracts
-------------------------------------------------------------------------------
10.01      10        Purchase and Sale Agreement between Bargo      This filing 
                     Energy Resources, Ltd. ("Bargo"), as Seller, and 
                     the Company, as Buyer, dated November 13, 1998

10.02      10        Amendment No. 1 to Credit Agreement between    This filing 
                     Bank of America National Trust and Savings 
                     Association ("Bank of America") and the Company, 
                     dated November 16, 1998

10.03      10        Amended and Restated Secured Promissory Note   This filing
                     of the Company payable to Bank of America  
                     dated November 18, 1998

10.04      10        First Amendment to Pledge Agreement             This filing
                     between Bank of America, as secured party, and 
                     each of the Company, Future Energy Corporation 
                     ("Future Nevada"), Future Petroleum Corporation 
                     ("Future Texas"), EnCap Equity 1994, Ltd., 
                     Energy Capital Investment Company PLC, Bargo 
                     Energy Resources, Ltd, B. Carl Price, and Don Wm. 
                     Reynolds, as debtors, dated November 18, 1998

10.05      10        First Amendment to Security Agreement           This filing
                     between Bank of America, as lender, and each of 
                     the Company, Future Nevada, Future Texas, Future 
                     CAL-TEX Corporation ("Future CAL-TEX"), BMC 
                     Development No. 1 Limited Partnership ("BMC"), 
                     Future Acquisition 1995, Ltd. ("Future 1995"), 
                     and NCI-Shawnee Limited Partnership ("NCI-
                     Shawnee"), as debtors, dated November 18, 1998

10.06      10        First Amendment to Guaranty between             This filing
                     Bank of America, as lender, and each of Future 
                     Utah, Future Nevada, Future Texas, Future 
                     CAL-TEX, BMC, Future 1995, and NCI-Shawnee, 
                     as guarantors, dated November 18, 1998

     

                                     SIGNATURES
     

     Pursuant to the requirements of the Securities Exchange Act of 1934, as 
amended, the Registrant has duly caused this report to be signed on its 
behalf by the undersigned, hereunto duly authorized.

Dated:  December 4, 1998

                                         FUTURE PETROLEUM CORPORATION

                                        By /s/ B. Carl Price, President

                                   EXHIBIT INDEX    

SEC
Exhibit   Reference 
Number    Number                  Title of Document                  Location
-------------------------------------------------------------------------------
Item 10     Material Contracts
-------------------------------------------------------------------------------
10.01      10        Purchase and Sale Agreement between Bargo      This filing 
                     Energy Resources, Ltd. ("Bargo"), as Seller, and 
                     the Company, as Buyer, dated November 13, 1998

10.02      10        Amendment No. 1 to Credit Agreement between    This filing 
                     Bank of America National Trust and Savings 
                     Association ("Bank of America") and the Company, 
                     dated November 16, 1998

10.03      10        Amended and Restated Secured Promissory Note   This filing
                     of the Company payable to Bank of America  
                     dated November 18, 1998

10.04      10        First Amendment to Pledge Agreement            This filing
                     between Bank of America, as secured party, and 
                     each of the Company, Future Energy Corporation 
                     ("Future Nevada"), Future Petroleum Corporation 
                     ("Future Texas"), EnCap Equity 1994, Ltd., 
                     Energy Capital Investment Company PLC, Bargo 
                     Energy Resources, Ltd, B. Carl Price, and Don Wm. 
                     Reynolds, as debtors, dated November 18, 1998

10.05      10        First Amendment to Security Agreement          This filing
                     between Bank of America, as lender, and each of 
                     the Company, Future Nevada, Future Texas, Future 
                     CAL-TEX Corporation ("Future CAL-TEX"), BMC 
                     Development No. 1 Limited Partnership ("BMC"), 
                     Future Acquisition 1995, Ltd. ("Future 1995"), 
                     and NCI-Shawnee Limited Partnership ("NCI-
                     Shawnee"), as debtors, dated November 18, 1998

10.06      10        First Amendment to Guaranty between            This filing
                     Bank of America, as lender, and each of Future 
                     Utah, Future Nevada, Future Texas, Future 
                     CAL-TEX, BMC, Future 1995, and NCI-Shawnee, 
                     as guarantors, dated November 18, 1998

                                    EXHIBIT 10.01

                             PURCHASE AND SALE AGREEMENT

     This Purchase and Sale Agreement (this "Agreement") is made and entered 
into as of the 13th day of November, 1998, by and between BARGO ENERGY 
RESOURCES, LTD., a Texas limited partnership, whose  address is 700 Louisiana 
Street, Suite 3700, Houston, Texas 77002 (herein called "Bargo"), and FUTURE 
ACQUISITION 1995 LTD., a Texas limited partnership, whose address is 2351 W. 
Northwest Highway, Suite 2130, Dallas, Texas 75220 (herein called "Future").

                                 W I T N E S S E T H:

     WHEREAS, Bargo has entered into a certain Purchase and Sale Agreement dated
September 30, 1998 (the "Cody Agreement") with Cody Energy, Inc., a Delaware 
corporation, and Cody Texas, L.P., a Texas limited partnership (collectively, 
"Cody"), a copy of which is attached hereto as Exhibit I, whereby Bargo has 
agreed to purchase certain oil and gas properties, leases, wells, equipment, 
related contract rights and other assets located in Ouachita and Vermilion 
Parishes, Louisiana, and in Clarke and Marion Counties, Mississippi, and in 
Brazos, Burleson, Fayette, Ector, Jackson, Matagorda and McMullen Counties, 
Texas (the "Assets"),  effective as of August 1, 1998 at 7:00 a.m. local time at
the location of the Assets, and reference is here made to the Cody Agreement for
a more particular description of the Assets and for all other pertinent 
purposes; and

     WHEREAS, Bargo has agreed to sell the Assets to Future, and Future has 
agreed to purchase the Assets from Bargo, on the terms and conditions set forth 
in this Agreement;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements 
herein contained and other good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, Bargo and Future hereby agree as 
follows:

     1.  Sale and Purchase of Assets.  Bargo, as "Seller" (herein so defined) 
shall sell, transfer and assign to Future, as "Buyer" (herein so defined), and 
Future shall purchase and receive from Bargo, all of the Assets described in the
Cody Agreement on all of the same terms and conditions as are set forth in the 
Cody Agreement except as specifically modified by this Agreement.  It is the 
intention of the parties that the sale from Bargo to Future shall occur 
immediately following Bargo's acquisition of the Assets from Cody, and Bargo and
Future each agree to use their best efforts to accomplish the Closing in such 
manner.  All defined terms in the Cody Agreement shall have the same meaning in 
this Agreement except as otherwise specifically provided herein.

     2.  Effective Date.  The effective date of the sale of the Assets from 
Bargo to Future shall be August 1, 1998, at 7:00 a.m. local time at the location
of the Assets (the "Effective Date").

     3.  Purchase Price.  As consideration for the sale of the Assets, Future 
shall pay to Bargo the sum of $8,350,000.00 (the "Purchase Price") in 
immediately available funds at the Closing, subject to adjustment in the same 
manner as is provided in the Cody Agreement.  Future acknowledges that Bargo has
deposited with Cody the sum of $600,000.00 as a Deposit in accordance with 
Section 2.2 of the Cody Agreement.  At Closing, Future shall pay $600,000.00 of 
the Purchase Price directly to Bargo in immediately available funds, and the 
balance (adjusted as herein provided) shall be paid either directly to Bargo or 
to such party or parties as Bargo may specifically direct by written 
instructions to Future.

     4.  Title, Environmental and Other Due Diligence Review.  Future 
acknowledges that it has received copies of the title, environmental and other 
due diligence review conducted by Bargo with respect to the Assets and has 
approved same, subject only to satisfaction of material matters, if any, for 
which Bargo has the right to object and has in fact submitted objections to Cody
as permitted under the Cody Agreement.  Certain preferential rights to purchase 
exist with respect to the Assets, and waivers of such rights may not have been 
obtained or expiration of the period for exercise of such rights may not have 
occurred as of the Closing of the sale from Cody to Bargo.  Time does not allow 
for obtaining such waivers prior to the Closing of the sale from Bargo to 
Future, but Future agrees to honor any such validly exercised preferential 
rights to purchase made by third parties with respect to the sale of the Assets 
by Cody to Bargo or by Bargo to Future.  Bargo agrees to send all notices of 
transfer and to use its best efforts to obtain waivers of all consents or 
preferential rights to purchase affecting the Assets.  In the event any 
preferential rights to purchase are validly exercised with respect to the 
transfer from Cody to Bargo or from Bargo to Future and Future does not receive 
payment from the party exercising such rights in the amount of the allocated 
value of the affected portion of the Assets, Bargo agrees to indemnify Future 
from any loss as a result of (i) the failure to receive the payment properly due
as the result of the valid exercise of any such preferential rights to purchase,
or (ii) any claim made by the holder of such rights arising out of the failure 
to send such notice and offer such right to purchase prior to the Closing.  
Bargo and Future agree to each use their respective best efforts to resolve 
and/or waive any such objectionable matters to the reasonable satisfaction of 
the parties prior to or within a reasonable time following the Closing.

     5.   Closing.  The closing of the sale from Bargo to Future ("Closing") 
shall occur on or about November 16, 1998 immediately following the Closing 
under the Cody Agreement.  In the event the Closing under the Cody Agreement is 
extended, the Closing under this Agreement shall be automatically extended to 
coincide with the extended date of Closing under the Cody Agreement without the 
requirement of further action by Bargo or Future; provided, however, in no event
shall the date of Closing be extended to a date later than November 30, 1998 
without Future's written consent.  Bargo shall convey the Assets to Future by an
instrument of conveyance in the form of the Assignment, Conveyance and Bill of 
Sale attached hereto as Exhibit II.

     6.  Assumption and Indemnity.  Except as provided in the immediately 
succeeding paragraph in this Section 6, upon Closing, as a part of the 
consideration for the purchase of the Assets, Future hereby assumes and agrees 
to comply with and perform prior to default all of the duties, obligations and 
liabilities of Bargo created under or by virtue of the Cody Agreement or 
otherwise with respect to the ownership and/or operation of the Assets.  Future 
further hereby agrees to indemnify and hold Bargo, its partners, affiliates, 
officers, agents and employees harmless from and against any and all claims, 
demands, losses, liabilities, liens, judgments, settlements, suits, causes of 
action, fines, penalties, fees (including, without limitation, attorney's fees),
costs and expenses, whether based on any theory of tort, breach of contract, 
strict liability or statutory liability, arising from, resulting from or related
to the ownership or operation of the Assets, whether arising under the Cody 
Agreement or otherwise.

     Notwithstanding the immediately preceding paragraph in this Section 6, 
Bargo agrees to indemnify and hold Future, its partners, affiliates, officers, 
agents and employees harmless from and against any and all claims, demands, 
losses, liabilities, liens, judgments, settlements, suits, causes of action, 
fines, penalties, fees (including, without limitation, attorney's fees), costs 
and expenses, whether based on any theory of tort, breach of contract, strict 
liability or statutory liability, whether arising under the Cody Agreement or 
otherwise, which are attributable to the gross negligence, fraud or intentional 
and willful misconduct of Bargo in connection with the transactions contemplated
by this Agreement.

     7.  Option to Repurchase.  As a part of the consideration for the purchase 
of the Assets, Future hereby grants to Bargo an exclusive option to repurchase 
the Assets (or such portion thereof as is remaining after the exercise of 
preferential rights to purchase by third parties) exercisable at any time prior 
to the expiration of  ninety (90) days following the Closing of the purchase of 
the Assets by Future from Bargo.  Such option shall be exercisable by delivery 
by Bargo of written notice of exercise to Future on or before the expiration of 
said 90 day period.  The terms of purchase if the option is exercised shall be 
at the same price, with the same Effective Date and on all of the same other 
terms and conditions as are provided in this Agreement, except that Bargo shall 
have no obligation or liability for any torts or breaches of contract committed 
by Future during the period of its ownership of the Assets.  In the event Bargo 
repurchases the Assets, then upon closing of such transaction Bargo shall assume
and agree to comply with and perform prior to default all of the duties, 
obligations and liabilities of Bargo created under or by virtue of the Cody 
Agreement or otherwise with respect to the ownership and/or operation of the 
Assets attributable to the period from and after the effective date of the 
transfer.  In the event Bargo repurchases the Assets, then upon closing of such 
transaction Bargo further hereby agrees to indemnify and hold Future, its 
partners, affiliates, officers, agents and employees harmless from and against 
any and all claims, demands, losses, liabilities, liens, judgments, settlements,
suits, causes of action, fines, penalties, fees (including, without limitation, 
attorney's fees), costs and expenses, whether based on any theory of tort, 
breach of contract, strict liability or statutory liability, arising from, 
resulting from or related to the ownership or operation of the Assets, whether 
arising under the Cody Agreement or otherwise, attributable to the period from 
and after the effective date of the transfer.

     8.  Representations and Warranties of Bargo.  In lieu of the 
representations and warranties contained in Article 6 of the Cody Agreement, 
Bargo represents and warrants to Future as follows:

     (a)  Bargo is a limited partnership duly organized, validly existing 
and in good standing under the laws of the State of Texas, and has all requisite
power and authority to own and lease the properties and assets it currently owns
and leases and to carry on its business as such business is currently conducted.

     (b)  Bargo has all requisite power and authority to execute and 
deliver this Agreement, to consummate the transactions contemplated hereby and 
to perform all the terms and conditions hereof to be performed by it.  The 
execution and delivery of this Agreement by Bargo, the performance by Bargo of 
all the terms and conditions hereof to be performed by it and the consummation 
of the transactions contemplated hereby have been, or will be, duly authorized 
and approved by the requisite partners of Bargo.  This Agreement has been duly 
executed and delivered by Bargo and constitutes the valid and binding obligation
of Bargo, enforceable against it in accordance with its terms, except as such 
enforceability may be limited by bankruptcy, insolvency or other laws relating 
to or affecting the enforcement of creditors' rights generally and general 
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

     (c)  There is no action, suit, proceeding or governmental 
investigation or inquiry pending, or to the knowledge of Bargo, threatened 
against Bargo or its affiliates or subsidiaries that might delay, prevent or 
hinder the consummation of the transactions contemplated hereby.

     (d)  The Cody Agreement is in full force and effect as of the date 
hereof, and Bargo has not transferred any of Bargo's rights or interests in and 
to the Cody Agreement or the Assets prior to the execution of this Agreement.

     9.  Representations and Warranties of Future.  In lieu of the 
representations and warranties contained in Article 7 of the Cody Agreement, 
Future represents and warrants to Bargo as follows:

     (a)  Future is a limited partnership duly organized, validly existing 
and in good standing under the laws of the State of Texas, and has all requisite
power and authority to own and lease the properties and assets it currently owns
and leases and to carry on its business as such business is currently conducted.

     (b)  Future has all requisite power and authority to execute and 
deliver this Agreement, to consummate the transactions contemplated hereby and 
to perform all the terms and conditions hereof to be performed by it.  The 
execution and delivery of this Agreement by Future, the performance by Future of
all the terms and conditions hereof to be performed by it and the consummation 
of the transactions contemplated hereby have been duly authorized and approved 
by the requisite partners of Future.  This Agreement has been duly executed and 
delivered by Future and constitutes the valid and binding obligation of Future, 
enforceable against it in accordance with its terms, except as such 
enforceability may be limited by bankruptcy, insolvency or other laws relating 
to or affecting the enforcement of creditors' rights generally and general 
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

     (c)  There is no action, suit, proceeding or governmental 
investigation or inquiry pending, or to the knowledge of Future, threatened 
against Future or its affiliates or subsidiaries that might delay, prevent or 
hinder the consummation of the transactions contemplated hereby.

     10.  Notices.  All notices and other communications required or permitted 
under this Agreement shall be in writing and shall be deemed to have been duly 
made if delivered by (i) personal delivery, (ii) recognized third party 
messenger or overnight delivery service, (iii) telecopy or facsimile 
transmission, or (iv) deposit into the custody of the United States Postal 
Service, postage prepaid, first class certified mail, return receipt requested.
Notice given in accordance herewith shall be effective upon receipt at the 
address of the addressee.  For purposes of notice, the addresses of the parties 
shall be as follows:

All notices to Bargo shall be delivered to:

Bargo Energy Resources, Ltd.
700 Louisiana Street, Suite 3700
Houston, Texas  77002
Attention:  Mr. Tim J. Goff

Phone:  (713) 236-9792
Fax:  (713) 236-9799

All notices to Future shall be delivered to:

Future Acquisition 1995 Ltd.
2351 W. Northwest Highway, Suite 2130
Dallas, Texas 75220
Attention: Mr. B. Carl Price

Phone:  (214) 350-7602
Fax:  (214) 350-8382

     11.  Amendments.  This Agreement may not be amended nor any rights 
hereunder waived except by an instrument in writing signed by the party to be 
charged with such amendment or waiver and delivered by such party to the party 
claiming the benefit of such amendment or waiver.

     12.  Headings.  The headings of the articles and sections of this Agreement
are for guidance and convenience of reference only and shall not limit or 
otherwise affect any of the terms or provisions of this Agreement.

     13.  Counterparts.  This Agreement may be executed by in any number of 
counterparts, each of which shall be deemed an original instrument, but all of 
which together shall constitute but one and the same instrument.

     14.  References.  References made in this Agreement, including use of a 
pronoun, shall be deemed to include, where applicable, masculine, feminine, 
neuter, singular or plural, individuals, partnerships or corporations.  As used 
in this Agreement, "person" shall mean any natural person, corporation, 
partnership, trust, estate or other entity.

     15.  Governing Law.  This Agreement and the transactions contemplated 
hereby shall be construed in accordance with, and governed by, the laws of the 
State of Texas.

     16.  Entire Agreement.  This Agreement (including the Exhibits hereto) 
constitutes the entire understanding among the parties with respect to the 
subject matter hereof, superseding all negotiations, prior discussions and prior
agreements and understandings relating to such subject matter.

     17.  Parties in Interest.  This Agreement shall be binding upon and shall 
inure to the benefit of, the parties hereto and, except as otherwise prohibited,
their respective successors and assigns; and except as otherwise stated herein, 
nothing contained in this Agreement, or implied herefrom, is intended to confer 
upon any other person or entity any benefits, rights or remedies.

     18.  Assignment.  Except as otherwise provided herein, the parties may 
assign all or any portion of their respective rights or delegate any portion of 
their duties hereunder, so long as the respective assigning parties remain 
liable for the performance of their obligations hereunder.

     19.  Public Announcements.  The parties hereto agree that prior to making 
any public announcement or statement with respect to the transactions 
contemplated by this Agreement, the party desiring to make such public 
announcement or statement shall consult with the other party hereto and exercise
their best efforts to agree upon the text of a joint public announcement or 
statement to be made solely by one party, as the case may be; provided, however,
if either party is required by law, by a listing agreement, or by the rules and 
regulations of any securities exchange to make such public announcement or 
statement, then the same may be made without the approval of the other party. 
The opinion of counsel of either party shall be conclusive evidence of such 
requirement.

     20.  Severability.  If a court of competent jurisdiction determines that 
any clause or provision of this Agreement is void, illegal or unenforceable, the
other clauses and provisions of the Agreement shall remain in full force and 
effect and the clauses and provisions which are determined to be void, illegal 
unenforceable shall be limited so that they shall remain in effect to the extent
permissible by law.

     [The remainder of this page is intentionally left blank]

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 
date set forth above.

BARGO ENERGY RESOURCES, LTD.

By: Bargo Operating Company, Inc., its
General Partner

By /s/ Tim J. Goff                            
Tim J. Goff, President

FUTURE ACQUISITION 1995 LTD.

By: Future Petroleum Corporation, its
General Partner

By /s/ Carl Price                           
Name: B. Carl Price                                 
Title:  President            
                                    

                                       EXHIBIT I

              [Please contact the Company for a copy of Cody Agreement]

                                      EXHIBIT II

Recording requested by and
when recorded return to:

Mr. S. Michael Gibson
Bargo Energy Resources, Ltd.
700 Louisiana Street, Suite 3700
Houston, Texas 77002

                          ASSIGNMENT, CONVEYANCE AND BILL OF SALE

THE STATE OF          )
                      )SS.
COUNTY OF             )

     WHEREAS, reference is made to that certain Assignment, Bill of Sale and 
Conveyance dated effective August 1, 1998 (a copy of which is attached hereto as
Annex I and incorporated herein for all purposes), from Cody Energy, Inc. [or 
Cody Texas, L.P., as appropriate] to BARGO ENERGY RESOURCES, LTD., a Texas 
limited partnership (herein called "Assignor"), wherein certain properties, 
rights and interests (herein called the "Cody Interests") were conveyed to 
Assignor;

     NOW, THEREFORE, for Ten Dollars and other good and valuable consideration, 
the receipt and sufficiency of which are hereby acknowledged, Assignor does 
hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER and DELIVER unto
FUTURE ACQUISITION 1995 LTD., a Texas limited partnership, whose mailing address
is 2351 W. Northwest Highway, Suite 2130, Dallas, Texas 75220 (herein called 
"Assignee"), all of the Cody Interests.

     TO HAVE AND TO HOLD the Cody Interests unto the Assignee, its successors 
and assigns, forever.

     Assignor agrees to warrant and forever defend title to the Cody Interests 
unto Assignee, its successors and assigns, from and against the claims and 
demands of all persons claiming, or to claim the same, or any part thereof, by, 
through or under Assignor, but not otherwise.  This Assignment, Conveyance and 
Bill of Sale is made with full substitution and subrogation of Assignee in and 
to all representations, covenants and warranties of title heretofore given or 
made by Assignor's predecessors in title with respect to the Cody Interests.

     Assignor agrees to execute and deliver to Assignee, from time to time, all 
such other and additional instruments, notices, division orders, transfer orders
and other documents, and to do all such other and further acts and things as may
be necessary to more fully and effectively grant, convey and assign to Assignee 
the rights, titles, interests and estates conveyed to Assignee hereby or 
intended 
so to be.

This Assignment, Conveyance and Bill of Sale is being executed in multiple 
counterparts, all of which are identical.  All of such counterparts taken 
together shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Assignment, Conveyance and Bill of Sale is dated 
the ________ day of November, 1998, but is made effective as to runs of oil and 
deliveries of gas, and for all other purposes, as of August 1, 1998, at 7:00 
a.m. 
local time at the location of the Cody Interests.

BARGO ENERGY RESOURCES, LTD.

By: Bargo Operating Company, Inc., its
General Partner

By /s/ Tim J. Goff                                    
Tim J. Goff, President

THE STATE OF TEXAS       )
                         )SS.
COUNTY OF HARRIS         )

This instrument was acknowledged before me on the ________ day of November, 
1998, by TIM J. GOFF, President of BARGO OPERATING COMPANY, INC., a Texas 
corporation, on behalf of said corporation in its capacity as the General 
Partner of BARGO ENERGY RESOURCES, LTD., a Texas limited partnership.. 

                                       
                                       
Notary Public in and for
the State of Texas

Printed Name 
____________________________

My Commission Expires 
___________________
     

                                       EXHIBIT 10.02

                        AMENDMENT NO. 1 TO CREDIT AGREEMENT

     THIS AMENDMENT NO. 1 TO  CREDIT AGREEMENT (this "Amendment No. 1"), dated 
as of November 16, 1998, between FUTURE PETROLEUM CORPORATION, a Utah 
corporation (the "Borrower"), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS 
ASSOCIATION,  a national banking association (the "Lender").

                                W I T N E S S E T H:

     WHEREAS, the Borrower and the Lender are parties to the Credit Agreement 
dated as of August 14, 1998 (such agreement, as amended from time to time, 
hereinafter referred to as the "Existing Credit Agreement"); and

     WHEREAS, the Borrower has requested that certain amendments be made to the 
Existing Credit Agreement; and

     WHEREAS, the Lender is willing to make certain amendments to the Existing 
Credit Agreement on the terms and conditions hereinafter provided;

     NOW, THEREFORE, in consideration of the agreements herein contained, the 
parties hereto hereby agree as follows:

                                     ARTICLE I.

                                    DEFINITIONS

     SECTION I.1     Certain Definitions.  The following terms (whether or not 
underscored) when used in this Amendment No. 1 shall have the following 
meanings:

     "Amended Credit Agreement" means the Existing Credit Agreement as amended 
by this Amendment No. 1.

     "Amendment No. 1 Effective Date" has the meaning provided in Section 4.1.

     "Cody Oil & Gas Properties" means those Oil & Gas Properties to be 
acquired by the Borrower in an Acquisition, as more particularly described in 
Schedule II to this Amendment No. 1.

     SECTION I.2     Other Definitions.  Unless otherwise defined or the 
context otherwise requires, terms used herein (including in the preamble and 
recitals hereto) have the meanings provided for in the Existing Credit 
Agreement.

                                   ARTICLE II.

                                  AMENDMENTS TO
                            EXISTING CREDIT AGREEMENT

     Effective on the Amendment No. 1 Effective Date, the Existing Credit 
Agreement is amended in accordance with the terms of this Article II; except as 
so amended, the Existing Credit Agreement shall continue to remain in all 
respects in full force and effect.

     SECTION II.1     Amendments to Recitals.  Subsection (y) of the second 
recital of the Existing Credit Agreement is amended to read "$27,500,000".

     SECTION II.2     Amendments to Section 1.1.  

     (a)     A new definition of "Amendment No. 1 Effective Date" is inserted 
     in alphabetical order in Section 1.1 of the Existing Credit Agreement as 
     follows:

     "Amendment No. 1 Effective Date" shall have the meaning 
     assigned to such term in Section 4.1 of the Amendment No. 1 to 
     Credit Agreement dated as of November 16, 1998 between Borrower and 
     Lender."

     (b)     The definition of "Borrowing Base" in the Existing Credit 
     Agreement is amended by deleting the amount "$10,500,000" and inserting in 
     its place the amount "$24,775,000".

     (c)     The definition of "Commitment Amount" in the Existing Credit 
     Agreement is amended by deleting the amount "$20,000,000" and inserting in 
     its place the amount "$27,500,000".

     (d)     The definition of "Unavailable Commitment" in the Existing Credit 
     Agreement is amended by deleting the amount "$20,000,000" and inserting in 
     its place the amount "$27,500,000".

     SECTION II.3     Amendments to Certain Exhibits and Schedules.

     (a)     Schedule I to the Existing Credit Agreement is deleted and 
     a new Schedule I in the form shown in Schedule I hereto is inserted in its 
     place.

     (b)     Exhibit A to the Existing Credit Agreement is deleted and a 
     new Exhibit A in the form shown in Exhibit A hereto is inserted in its 
     place.

                                    ARTICLE III.

                         REPRESENTATIONS AND WARRANTIES

     In order to induce the Lender to make the amendments provided for in 
Article II, the Borrower hereby: 

     (a)     acknowledges and agrees that, immediately prior to the 
     Amendment No. 1 Effective Date, the aggregate outstanding principal amount 
     of all Loans is $19,500,000;
 
     (b)     represents and warrants that the Borrower has full power and 
     authority to execute, deliver and perform its obligations under this 
     Amendment No. 1 and all other Loan Documents delivered to the Lender in 
     connection herewith, and this Amendment No. 1 and all such Loan Documents 
     are the legally valid and binding obligations of the Borrower, enforceable 
     against the Borrower in accordance with their respective terms;

     (c)     represents and warrants, that each of the representations 
     and warranties contained in the Existing Credit Agreement and in the other 
     Loan Documents is true and correct as of the date hereof as if made on the 
     date hereof (except, if any such representation and warranty relates to an 
     earlier date, such representation and warranty shall be true and correct 
     in all material respects as of such earlier date) and the Borrower has 
     performed each of the covenants and agreements in the Existing Credit 
     Agreement and the other Loan Documents required to be performed by the 
     Borrower as of the date hereof; and

     (d)     represents and warrants that there is no Default or Event of 
     Default by the Borrower or any other Obligor under the Existing Credit 
     Agreement or any other Loan Document and no event exists which, with the 
     giving of notice or the passage of time or both, would give rise to a 
     Default or Event of Default by the Borrower or any other Obligor under the 
     Existing Credit Agreement or any Loan Document.
 

                                  ARTICLE IV.

                          CONDITIONS TO EFFECTIVENESS

     SECTION IV.1     Effective Date.  This Amendment No. 1 shall become 
effective on November 16, 1998, or, if later, the date (herein called the 
"Amendment No. 1 Effective Date") when the conditions set forth in this Section 
4.1 have been satisfied.

     (a)     Execution of Counterparts.  The Lender shall have received 
     counterparts of this Amendment No. 1 duly executed and delivered on behalf 
     of the Borrower and the Lender.

     (b)     Delivery of Replacement Note.  The Lender shall have 
     received the Amended and Restated Secured Promissory Note (being one of 
     the Notes), substantially in the form of Exhibit A hereto, duly executed 
     and delivered by the Borrower.

     (c)     First Amendment to Guaranties.  The Lender shall have 
     received counterparts of the First Amendment to Guaranty, substantially in 
     the form of Exhibit B hereto, duly executed and delivered by each of the 
     Borrower's Subsidiaries.

     (d)     First Amendment to Pledge Agreements.  The Lender shall have 
     received counterparts of the First Amendment to Pledge Agreement, 
     substantially in the form of Exhibit C hereto, duly executed and delivered 
     by each of the Borrower, EnCap 1994, EnCap PLC, Bargo, Price, Reynolds, 
     Future Texas and Future Nevada.

     (e)     First Amendment to Security Agreements.  The Lender shall 
     have received counterparts of the First Amendment to Security Agreement, 
     substantially in the form of Exhibit D hereto, duly executed and delivered 
     by each of the Borrower, Future California, Future Texas, Future Nevada, 
     Future 1995, BMC and NCI.

     (f)     Mortgages.  The Lender shall have received counterparts of 
     (i) a Mortgage encumbering the Cody Oil & Gas Properties, and (ii) 
     supplemental Mortgages or amendments to Mortgages, substantially in the 
     forms of Exhibit E hereto, encumbering the remaining portion of the 
     Mortgaged Properties, in each case dated as of a date on or before such 
     Borrowing, duly executed by the Borrower and its Subsidiaries, as 
     applicable, together with

     (i)     evidence of the completion (or satisfactory 
     arrangements for the completion) of all recordings and filings of 
     such Mortgages as may be necessary or, in the reasonable opinion of 
     the Lender, desirable effectively to create a valid, perfected first 
     priority Lien against the Properties purported to be covered 
     thereby;

     (ii)     favorable mortgagee's title opinions in favor of the 
     Lender (in form and substance and issued by title counsel reasonably 
     satisfactory to the Lender), with respect to the Property purporting 
     to be covered by such Mortgages, setting forth the working interest 
     and net revenue interest of the Borrower in such Properties and 
     opining that the Borrower's title to such property is good and 
     marketable and valid and that the interests created by such 
     Mortgages constitute valid first Liens thereon free and clear of all 
     defects and encumbrances other than as approved by the Lender; and

     (iii)     such other approvals, opinions, or documents as the 
     Lender may reasonably request.

     (g)     Opinions of Counsel.  The Lender shall have received 
     opinions, dated a date on or before such Borrowing and addressed to the 
     Lender, from

     (i)     Kruse, Landa & Maycock, LLC, counsel to the Borrower 
     and its Subsidiaries, substantially in the form of Exhibit F hereto; 
     and

     (ii)    Special title counsel to the Borrower, who 
     shall be reasonably acceptable to the Lender, as to the Cody 
     Oil & Gas Properties, substantially in the form of Exhibit G 
     hereto.

     (h)     Engineering Report.  The Lender shall have received an 
     Engineering Report, as to the Mortgaged Properties, including the Cody Oil 
     & Gas Properties, in form and substance satisfactory to the Lender.

     (i)     Resolutions.  The Lender shall have received from the  
     Borrower a certificate of the Secretary of the Borrower, as to resolutions 
     or other authorizing action of the Borrower and its Subsidiaries, 
     authorizing the execution, delivery and performance of Amendment No. 1 and 
     the other Loan Documents executed by it in connection herewith.

     (j)     Amendment Fee.  The Lender shall have received an amendment 
     fee equal to $25,000.00.

     (k)     Fees, Expenses, etc.  The Lender shall have received all 
     reasonable costs and expenses due and payable pursuant to Sections 3.3 and 
     10.3 of the Existing Credit Agreement, if then invoiced, including fees 
     and expenses of counsel to the Lender.

     (l)     Legal Details, etc.  All documents executed or submitted 
     pursuant hereto, and all legal matters incident thereto, shall be 
     satisfactory in form and substance to the Lender and its counsel.

     SECTION IV.2     Expiration.  If all of the conditions set forth in 
Section 4.1 hereof shall not have been satisfied on or prior to December 15, 
1998, the agreements of the parties contained in this Amendment No. 1 shall, 
unless otherwise agreed by the Lender, terminate effective immediately on such 
date and without further action.

                                      ARTICLE V.

                               COVENANTS OF THE BORROWER

     SECTION V.1     On or before November 30, 1998, the Borrower shall deliver 
to the Lender the Phase I environmental assessments prepared by an engineering 
firm reasonably satisfactory to the Lender with respect to the Cody Oil & Gas 
Properties, a completed environmental disclosure questionnaire and such other 
information with respect to the ownership and past use of such Oil & Gas 
Properties as the Lender may reasonably request, all of which shall be 
satisfactory in form, substance and scope to the Lender.

                                      ARTICLE VI.

                                     MISCELLANEOUS

     SECTION VI.1     Loan Document Pursuant to Existing Credit Agreement.  
This Amendment No. 1 is a Loan Document executed pursuant to the Existing Credit
Agreement.  Except as expressly amended or waived hereby, all of the 
representations, warranties, terms, covenants and conditions contained in the 
Existing Credit Agreement and each other Loan Document shall remain unamended 
and in full force and effect.  The amendments set forth herein shall be limited 
precisely as provided for herein and shall not be deemed to be a waiver of, 
amendment of, consent to or modification of any other term or provision of the 
Existing Credit Agreement or of any term or provision of any other Loan Document
or of any transaction or further or future action on the part of the Borrower or
which would require the consent of the Lender under the Existing Credit 
Agreement or any other Loan Document.

     SECTION VI.2     Counterparts, etc.  This Amendment No. 1 may be executed 
by the parties hereto in several counterparts, each of which shall be deemed to 
be an original and all of which shall constitute together but one and the same 
agreement with the same effect as if all parties hereto had signed the same 
signature page.  Any signature page of this Amendment No. 1 may be detached from
any identical counterpart of this Amendment No. 1 having attached to it one or 
more additional signature pages.

     SECTION VI.3     GOVERNING LAW; ENTIRE AGREEMENT.  THIS AMENDMENT NO. 1 
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF ILLINOIS.

     SECTION VI.4     Titles and Headings.  The titles and headings of the 
Sections of this Amendment No. 1 are intended for convenience only and shall not
in any way affect the meaning or construction of any provision of this Amendment
No. 1.

     SECTION VI.5     Changes and Modifications in Writing.  No provision of 
this Amendment No. 1 may be changed or modified except by an instrument in 
writing signed by the party against whom enforcement of the change or 
modification is sought.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to 
be executed by their respective officers hereunto duly authorized as of the day 
and year first above written.

BORROWER

FUTURE PETROLEUM CORPORATION, a Utah 
corporation

By: /s/ Carl Price    
Name:  B. Carl Price    
Title:  President

LENDER
       BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION 

By: /s/ Richard A. Bernardy    
Title:  Vice President   
     

                                    Schedule I to
                                 Amendment No. 1 to
                                  Credit Agreement

     
                                 Disclosure Schedule

 
                                    Schedule II to
                                  Amendment No. 1 to
                                   Credit Agreement

     
     Description of Cody Oil and Gas Properties
     [Please contact the Company]

                                     Exhibit A to
                                  Amendment No. 1 to
                                   Credit Agreement

                           Form of Replacement Note

                             AMENDED AND RESTATED
                            SECURED PROMISSORY NOTE

$27,500,000.00                                         November 16, 1998

     FOR VALUE RECEIVED, the undersigned, FUTURE PETROLEUM CORPORATION, a Utah 
corporation (the "Borrower"), promises to pay to the order of BANK OF AMERICA 
NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association (the 
"Lender") on August 14, 2003, the principal sum of TWENTY-SEVEN MILLION, FIVE 
HUNDRED THOUSAND DOLLARS ($27,500,000.00) or, if less, the aggregate unpaid 
principal amount of all Loans shown on the schedule attached hereto (and any 
continuation thereof) made by the Lender pursuant to that certain Credit 
Agreement, dated as of August 14, 1998, as amended by that certain Amendment No.
1 to Credit Agreement dated as of November 16, 1998 (together with all 
amendments and other modifications, if any, from time to time thereafter made 
thereto, the "Credit Agreement"), among the Borrower and the Lender.

     The Borrower also promises to pay interest on the unpaid principal amount 
hereof from time to time outstanding from the date hereof until maturity 
(whether by acceleration or otherwise) and, after maturity, until paid, at the 
rates per annum and on the dates specified in the Credit Agreement.

     Payments of both principal and interest are to be made in lawful money of 
the United States of America in same day or immediately available funds to the 
account designated by the Lender pursuant to the Credit Agreement.

     This Note amends and restates in their entirety those notes previously 
made and  given by the Borrower to the Lender as more particularly described in 
the Credit Agreement.

     This Note is one of the Notes referred to in, and evidences Indebtedness 
incurred under, the Credit Agreement, to which reference is made for a 
description of the security for this Note and for a statement of the terms and 
conditions on which the Borrower is permitted and required to make prepayments 
and repayments of principal of the Indebtedness evidenced by this Note and on 
which such Indebtedness may be declared to be immediately due and payable.  
Unless otherwise defined, terms used herein have the meanings provided in the 
Credit Agreement.

     All parties hereto, whether as makers, endorsers, or otherwise, severally 
waive presentment for payment, demand, protest and notice of dishonor.

     THIS NOTE HAS BEEN DELIVERED IN CHICAGO, ILLINOIS AND SHALL BE DEEMED TO 
BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF 
ILLINOIS.

FUTURE PETROLEUM CORPORATION, a Utah 
corporation

By:   /s/ Carl Price  
Name: B. Carl Price    
Title: President    

                          LOANS AND PRINCIPAL PAYMENTS

                                 Exhibit B to
                              Amendment No. 1 to
                              Credit Agreement

                         Form of First Amendment to Guaranty

                           FIRST AMENDMENT TO GUARANTY

     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among Future Petroleum Corporation, a Utah 
corporation ("Guarantor"), and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),

                                 W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;
 
     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

FUTURE PETROLEUM CORPORATION,
a Utah corporation

By: /s/ Carl Price    
Name: B. Carl Price
Title: President

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By: /s/ Richard A. Bernardy     
Name: Richard A. Bernardy    
Title:  Vice President    

                           FIRST AMENDMENT TO GUARANTY

     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among Future CAL-TEX Corporation, a Texas 
corporation ("Guarantor"), and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),

                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

FUTURE CAL-TEX CORPORATION,
a Texas corporation

By:  /s/ Carl Price   
Name: B. Carl Price    
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy    
Title:  Vice President    

                           FIRST AMENDMENT TO GUARANTY

     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among Future Petroleum Corporation, a Texas 
corporation ("Guarantor"), and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),

                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

FUTURE PETROLEUM CORPORATION,
a Texas corporation

By: /s/ Carl Price    
Name: B. Carl Price    
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy    
Title:  Vice President   

                          FIRST AMENDMENT TO GUARANTY

     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among Future Energy Corporation, a Nevada 
corporation ("Guarantor"), and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),

                              W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

FUTURE ENERGY CORPORATION,
a Nevada corporation

By:/s/ Carl Price     
Name: B. Carl Price    
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy    
Title:  Vice President   

                            FIRST AMENDMENT TO GUARANTY

     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among Future Acquisition 1995 Ltd., a Texas 
limited partnership ("Guarantor"), and Bank of America National Trust and 
Savings Association, a national banking association (the "Lender"),

                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

      5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

FUTURE ACQUISITION 1995 LTD.,
a Texas limited partnership

By: /s/ Carl Price    
Name: B. Carl Price     
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy    
Title:  Vice President     

                         FIRST AMENDMENT TO GUARANTY

     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among BMC Development No. 1 Limited 
Partnership, a Texas limited partnership ("Guarantor"), and Bank of America 
National Trust and Savings Association, a national banking association (the 
"Lender"),

                             W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP,
a Texas limited partnership

By:/s/ Carl Price     
Name: B. Carl Price     
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:  /s/ Richard A. Bernardy   
Name: Richard A. Bernardy    
Title: Vice President   

                             FIRST AMENDMENT TO GUARANTY

     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among NCI Shawnee L.P., a Texas limited 
partnership ("Guarantor"), and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),

                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

NCI SHAWNEE L.P.,
a Texas limited partnership

By: /s/ Carl Price    
Name: B. Carl Price    
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy    
Title:  Vice President    

                 

                                  Exhibit C to
                             Amendment No. 1 to
                              Credit Agreement

               Form of First Amendment to Pledge Agreement

                     FIRST AMENDMENT TO PLEDGE AGREEMENT

     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Future Petroleum 
Corporation, a Utah corporation ("Pledgor"), and Bank of America National 
Trust and Savings Association, a national banking association (the "Lender"),

                                 W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page
of this First Amendment may be detached from any identical counterpart of
this First Amendment having attached to it one or more additional signature
pages.

    6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

    7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

    8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

    IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.

FUTURE PETROLEUM CORPORATION,
a Utah corporation

By:   /s/ Carl Price  
Name: B. Carl Price    
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:  /s/ Richard A. Bernardy   
Name:  Richard A. Bernardy   
Title:  Vice President   

                     FIRST AMENDMENT TO PLEDGE AGREEMENT

     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Future CAL-TEX Corporation, 
a Texas corporation ("Pledgor"), and Bank of America National Trust and 
Savings Association, a national banking association (the "Lender"),

                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.

FUTURE CAL-TEX CORPORATION,
a Texas corporation

By: /s/ Carl Price    
Name: B. Carl Price    
Title:  President     

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:  /s/ Richard A. Bernardy     
Name:  Richard A. Bernardy     
Title:  Vice President   

                        FIRST AMENDMENT TO PLEDGE AGREEMENT

     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Future Petroleum 
Corporation, a Texas corporation ("Pledgor"), and Bank of America National 
Trust and Savings Association, a national banking association (the "Lender"),

                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.

FUTURE PETROLEUM CORPORATION,
a Texas corporation

By:  /s/ Carl Price   
Name: B. Carl Price    
Title:   President  

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy    
Title:  Vice President   

                        FIRST AMENDMENT TO PLEDGE AGREEMENT

     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Future Energy Corporation, 
a Nevada corporation ("Pledgor"), and Bank of America National Trust and 
Savings Association, a national banking association (the "Lender"),

                               W I T N E S S E T H:
 
     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.

FUTURE ENERGY CORPORATION,
a Nevada corporation

By: /s/ Carl Price    
Name: B. Carl Price    
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:  /s/ Richard A. Bernardy   
Name: Richard A. Bernardy    
Title:  Vice President    

                           FIRST AMENDMENT TO PLEDGE AGREEMENT

     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Future Acquisition 1995 
Ltd., a Texas limited partnership ("Pledgor"), and Bank of America National 
Trust and Savings Association, a national banking association (the "Lender"),

                                 W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.

FUTURE ACQUISITION 1995 LTD.,
a Texas limited partnership

By:  /s/ Carl Price   
Name: B. Carl Price    
Title:  President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By: /s/ Richard A. Bernardy    
Name:  Richard A. Bernardy   
Title:  Vice President   

                          FIRST AMENDMENT TO PLEDGE AGREEMENT

     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among BMC Development No. 1 
Limited Partnership, a Texas limited partnership ("Pledgor"), and Bank of 
America National Trust and Savings Association, a national banking association 
(the "Lender"),

                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.

BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP,
a Texas limited partnership

By:  /s/ Carl Price   
Name: B. Carl Price    
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy  
Title:  Vice President    

                          FIRST AMENDMENT TO PLEDGE AGREEMENT

     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among NCI Shawnee L.P., a Texas 
limited partnership ("Pledgor"), and Bank of America National Trust and 
Savings Association, a national banking association (the "Lender"),

                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

    2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

    3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

    4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

    4.1     Pledgor has full power and authority to execute, deliver and 
    perform its obligations under this First Amendment and all other 
    Loan Documents delivered to the Lender in connection herewith, and 
    this First Amendment and all such Loan Documents are the legally 
    valid and binding obligations of Pledgor, enforceable against 
    Pledgor in accordance with their respective terms;

    4.2     The representations and warranties made and given by Pledgor in 
    the Pledge Agreement and the other Loan Documents are true and 
    correct as of the date hereof and Pledgor has performed each of 
    the covenants and agreements in the Pledge Agreement and the other 
    Loan Documents required to be performed by Pledgor as of the date 
    hereof; and

    4.3     To Pledgor's best knowledge, there is no Default or Event of 
    Default by Borrower or any other Obligor under the Credit 
    Agreement, the Credit Agreement or any other Loan Document and no 
    event exists which, with the giving of notice or the passage of 
    time or both, would give rise to a Default or Event of Default by 
    Borrower or any other Obligor under the Credit Agreement or any 
    Loan Document.

    5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

    6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

    7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

    8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

    IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.

NCI SHAWNEE L.P.,
a Texas limited partnership

By:   /s/ Carl Price  
Name: B. Carl Price    
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By: /s/ Richard A. Bernardy    
Name:  Richard A. Bernardy   
Title:  Vice President    

                          FIRST AMENDMENT TO PLEDGE AGREEMENT

     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among EnCap Equity 1994 Limited 
Partnership, a Texas limited partnership ("Pledgor"), and Bank of America 
National Trust and Savings Association, a national banking association (the 
"Lender"),

                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.

ENCAP EQUITY 1994 LIMITED PARTNERSHIP,
a Texas limited partnership

By:     
Name:     
Title:     

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:   /s/ Richard A. Bernardy  
Name: Richard A. Bernardy    
Title:  Vice President   

                          FIRST AMENDMENT TO PLEDGE AGREEMENT

     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Energy Capital Investment 
Company PLC, an English investment company ("Pledgor"), and Bank of America 
National Trust and Savings Association, a national banking association (the 
"Lender"),

                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;
 
     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.

ENERGY CAPITAL INVESTMENT COMPANY PLC,
an English investment company

By:     
Name:     
Title:     

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:   /s/ Richard A. Bernardy  
Name:  Richard A. Bernardy   
Title:  Vice President    

                        FIRST AMENDMENT TO PLEDGE AGREEMENT

     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Bargo Energy Resources, 
Ltd., a Texas limited partnership ("Pledgor"), and Bank of America National 
Trust and Savings Association, a national banking association (the "Lender"),

                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.

BARGO ENERGY RESOURCES, LTD. ,
a Texas limited partnership

By:   /s/ Tim J. Goff  
Name: Tim J. Goff    
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:   /s/ Richard A. Bernardy 
Name:  Richard A. Bernardy    
Title: Vice President    

FIRST AMENDMENT TO PLEDGE AGREEMENT

     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among B. Carl Price,  
("Pledgor"), and Bank of America National Trust and Savings Association, a 
national banking association (the "Lender"),

   
                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 18, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.

By: /s/ Carl Price     
Name: B. CARL PRICE

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By: /s/ Richard A. Bernardy
Name: Richard A. Bernardy    
Title: Vice President    

                        FIRST AMENDMENT TO PLEDGE AGREEMENT

     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Don Reynolds,  ("Pledgor"), 
and Bank of America National Trust and Savings Association, a national banking 
association (the "Lender"),

                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 18, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.

By: /s/ Don Wm. Reynolds    
Name: DON REYNOLDS

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By: /s/ Richard A. Bernardy     
Name: Richard A. Bernardy    
Title: Vice President    

                                     Exhibit D to
                                  Amendment No. 1 to
                                   Credit Agreement

                     Form of First Amendment to Security Agreement

                         FIRST AMENDMENT TO SECURITY AGREEMENT

     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between Future Petroleum 
Corporation, a Utah corporation ("Grantor") and Bank of America National Trust 
and Savings Association, a national banking association (the "Lender"),

                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 

     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

FUTURE PETROLEUM CORPORATION,
a Utah corporation

By:   /s/ Carl Price  
Name: B. Carl Price    
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:   /s/ Richard A. Bernardy  
Name:  Richard A. Bernardy   
Title: Vice President    

                          FIRST AMENDMENT TO SECURITY AGREEMENT

     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between Future CAL-TEX Corporation,
a Texas corporation ("Grantor") and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),

                                 W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 
     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

FUTURE CAL-TEX CORPORATION,
a Texas corporation

By:   /s/ Carl Price  
Name: B. Carl Price    
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:   /s/ Richard A. Bernardy  
Name:  Richard A. Bernardy   
Title: Vice President    

                          FIRST AMENDMENT TO SECURITY AGREEMENT

     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between Future Petroleum 
Corporation, a Texas corporation ("Grantor") and Bank of America National Trust 
and Savings Association, a national banking association (the "Lender"),

                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 
     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

FUTURE PETROLEUM CORPORATION,
a Texas corporation

By:   /s/ Carl Price  
Name:  B. Carl Price   
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:   /s/ Richard A. Bernardy    
Name:  Richard A. Bernardy   
Title: Vice President    

                          FIRST AMENDMENT TO SECURITY AGREEMENT

     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between Future Energy Corporation, 
a Nevada corporation ("Grantor") and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),

                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 
     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

FUTURE ENERGY CORPORATION,
a Nevada corporation

By:   /s/ Carl Price  
Name:  B. Carl Price   
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:    /s/ Richard A. Bernardy 
Name:   Richard A. Bernardy  
Title:  Vice President   

                         FIRST AMENDMENT TO SECURITY AGREEMENT

     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between Future Acquisition 1995 
Ltd., a Texas limited partnership ("Grantor") and Bank of America National Trust
and Savings Association, a national banking association (the "Lender"),

                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 
     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.
 
     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

FUTURE ACQUISITION 1995 LTD.,
a Texas limited partnership

By:   /s/ Carl Price  
Name:  B. Carl Price   
Title: President   

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:   /s/ Richard A. Bernardy  
Name:  Richard A. Bernardy   
Title: Vice President    

                        FIRST AMENDMENT TO SECURITY AGREEMENT

     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between BMC Development No. 1 
Limited Partnership, a Texas limited partnership ("Grantor") and Bank of America
National Trust and Savings Association, a national banking association (the 
"Lender"),

                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 
     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.
 
     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

    IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP,
a Texas limited partnership

By:   /s/ Carl Price  
Name:  B. Carl Price   
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:   /s/ Richard A. Bernardy  
Name:  Richard A. Bernardy   
Title: Vice President    

                       FIRST AMENDMENT TO SECURITY AGREEMENT

     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between NCI Shawnee L.P., a Texas 
limited partnership ("Grantor") and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),

                              W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 
     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.
 
     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

NCI SHAWNEE L.P.,
a Texas limited partnership

By:   /s/ Carl Price  
Name:  B. Carl Price   
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:    /s/ Richard A. Bernardy 
Name:   Richard A. Bernardy  
Title:  Vice President   

                

                                  Exhibit E to
                               Amendment No. 1 to
                                Credit Agreement

                                 Form of Mortgage

      
                    MORTGAGE, DEED OF TRUST, ASSIGNMENT, SECURITY
                  AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING

                                     FROM

                          FUTURE ACQUISITION 1995 LTD.
                         (Taxpayer I.D. No. 75-2630182)
                    BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP
                         (Taxpayer I.D. No. 75-2648720)
                         NCI-SHAWNEE LIMITED PARTNERSHIP
                         (Taxpayer I.D. No. 75-2563029)

                                      TO

                         Richard A. Bernardy, Trustee

                                      AND

                            John H. Homier, Trustee

                                      AND

                BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
                         (Taxpayer I.D. No. 94-1687665),
                              for itself and as Agent

                         Dated as of November 18, 1998  

                                                                              
                                       

"THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS."

"THIS INSTRUMENT SECURES PAYMENT OF FUTURE ADVANCES."

"THOSE PORTIONS OF THE MORTGAGED PROPERTY WHICH ARE MINERALS OR OTHER 
SUBSTANCES OF VALUE WHICH MAY BE EXTRACTED FROM THE EARTH (INCLUDING, WITHOUT 
LIMITATION, OIL AND GAS), AND THE ACCOUNTS RELATING THERETO, WILL BE FINANCED 
AT THE WELLHEADS OF THE WELLS LOCATED ON THE PROPERTIES DESCRIBED IN EXHIBIT A 
HERETO, AND THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER 
PLACES, IN THE REAL ESTATE RECORDS."

"THE MORTGAGOR HAS AN INTEREST OF RECORD IN THE REAL ESTATE CONCERNED, WHICH 
IS DESCRIBED IN EXHIBIT A HERETO."

"SOME OF THE PERSONAL PROPERTY CONSTITUTING A PORTION OF THE MORTGAGED 
PROPERTY IS OR IS TO BE AFFIXED TO THE PROPERTIES DESCRIBED IN EXHIBIT A 
HERETO AND THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER 
PLACES, IN THE REAL ESTATE RECORDS."

"A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE.  A POWER OF SALE MAY ALLOW 
THE MORTGAGEE TO TAKE THE MORTGAGED PROPERTY AND SELL IT WITHOUT GOING TO 
COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE MORTGAGOR UNDER THIS 
MORTGAGE."

"THE SECURED PARTIES ARE NOT A SELLER OR PURCHASE MONEY LENDER OF THE 
COLLATERAL."

THIS INSTRUMENT WAS PREPARED BY AND
WHEN RECORDED AND/OR FILED
RETURN TO:

Kevin L. Shaw, Esq.
Mayer, Brown & Platt
350 South Grand Avenue
Suite 2500
Los Angeles, California  90071

                  MORTGAGE, DEED OF TRUST, ASSIGNMENT, SECURITY
                 AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING

THIS MORTGAGE, DEED OF TRUST, ASSIGNMENT, SECURITY AGREEMENT, FINANCING 
STATEMENT AND FIXTURE FILING, dated as of November 18, 1998, is from  FUTURE 
ACQUISITION 1995 LTD., a Texas limited partnership, BMC DEVELOPMENT NO. 1 
LIMITED PARTNERSHIP, a Texas limited partnership, and NCI-SHAWNEE LIMITED 
PARTNERSHIP, a Texas limited partnership (herein collectively called the 
"Mortgagor"), to Richard H. Bernardy and John H. Homier, of Chicago, Illinois, 
as Trustees (herein collectively called the "Trustees"), and BANK OF AMERICA 
NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association having 
offices at 231 South LaSalle Street, Chicago, Illinois 60697 (herein called 
the "Bank"), for itself and as agent for its Affiliates (defined below).

     1.     FUTURE PETROLEUM CORPORATION, a Utah corporation (the "Borrower") 
and the Bank have entered into a Credit Agreement, dated as of August 14, 
1998, as amended by that certain Amendment No. 1 to Credit Agreement dated as 
of November 16, 1998 (herein, as the same has been and may hereafter be 
amended, modified or supplemented from time to time, called the "Credit 
Agreement"), pursuant to which the Bank has agreed to make loans to the 
Borrower and issue or cause to be issued letters of credit for the benefit of 
the Borrower in amounts not to exceed at any one time outstanding the lesser 
of (x) the Borrowing Base (as defined in the Credit Agreement), and 
(y) $27,500,000; and the Borrower, to evidence its indebtedness to the Bank 
under the Credit Agreement, has executed and delivered to the Bank its amended 
and restated secured promissory note, dated November 16, 1998 (herein called 
the "Loan Note"), in the original principal amount of $27,500,000 to mature on 
August 14, 2003, the Loan Note being payable to the order of the Bank, bearing 
interest at the rates provided for therein, and containing provisions for 
payment of attorneys' fees and acceleration of maturity in the event of 
default, all as therein set forth.

     2.     The Borrower or an Affiliate (as defined in the Credit Agreement) 
of the Borrower has entered into or may enter into certain Hedging Agreements 
(as defined in the Credit Agreement) with the Bank or an Affiliate of the 
Bank, pursuant to the terms of the Credit Agreement.

     3.     The Mortgagor has executed and delivered to the Bank its Guaranty 
(the "Guaranty") pursuant to which the Mortgagor has unconditionally 
guaranteed the prompt payment and performance of all obligations under the 
Credit Agreement.

     4.     It is a condition precedent to the obligation of the Bank to make 
Loans under the Credit Agreement, to issue or cause to be issued letters of 
credit under the Credit Agreement and to the obligations of Bank or its 
Affiliate (as the case may be) under the Hedging Agreements referred to above, 
that the Mortgagor executes and delivers this instrument.

     5.     For all purposes of this instrument, unless the context otherwise 
requires:

     A.     "oil and gas leases" shall include oil, gas and mineral 
     leases, subleases and assignments thereof, operating rights, and shall 
     also include subleases and assignments of operating rights.

     B.     "Hydrocarbons" shall mean oil, gas and other liquid or 
     gaseous hydrocarbons.

     C.     "Production Sale Contracts" shall mean contracts now in 
     effect, or hereafter entered into by the Mortgagor, or entered into by 
     the Mortgagor's predecessors in interest, for the sale, purchase, 
     exchange, gathering, transportation, treating or processing of 
     Hydrocarbons produced from the lands described in Exhibit A attached 
     hereto and made a part hereof.

     D.     "lands described in Exhibit A" shall include any lands 
     which are either described in Exhibit A or the description of which is 
     incorporated in Exhibit A by reference to an instrument or document 
     containing or referring to such a description, and shall also include 
     any lands now or hereafter unitized or pooled with lands which are 
     either described in Exhibit A or the description of which is 
     incorporated in Exhibit A by reference.

     E.     "Operating Equipment" shall mean all surface or subsurface 
     machinery, goods, equipment, fixtures, inventory, facilities, supplies 
     or other property of whatsoever kind or nature (excluding drilling rigs, 
     trucks, automotive equipment or other property taken to the premises to 
     drill a well or for other similar temporary uses) now or hereafter 
     located on or under any of the lands described in Exhibit A which are 
     useful for the production, gathering, treatment, processing, storage or 
     transportation of Hydrocarbons (together with all accessions, additions 
     and attachments to any thereof), including, but not by way of 
     limitation, all oil wells, gas wells, water wells, injection wells, 
     casing, tubing, tubular goods, rods, pumping units and engines, 
     Christmas trees, platforms, derricks, separators, compressors, gun 
     barrels, flow lines, tanks, gas systems (for gathering, treating and 
     compression), pipelines (including gathering lines, laterals and 
     trunklines), chemicals, solutions, water systems (for treating, disposal 
     and injection), steam generation and injection equipment and systems, 
     power plants, poles, lines, transformers, starters and controllers, 
     machine shops, tools, storage yards and equipment stored therein, 
     buildings and camps, telegraph, telephone and other communication 
     systems, roads, loading docks, loading racks and shipping facilities.

     F.     "Mortgaged Property" shall mean the properties, rights and 
     interests hereinafter described and defined as the Mortgaged Property.
 
     G.     "Indebtedness", "Note" and "Notes" shall have the 
     respective meanings set forth in Section 1.2 hereof.

     H.   "Environmental Laws" shall mean any and all present and 
     future United States federal, state and local laws or regulations, 
     codes, plans, orders, decrees, judgments, injunctions and lawfully 
     imposed requirements issued, promulgated or entered thereunder relating 
     to pollution or protection of the environment, including laws relating 
     to reclamation of land and waterways and laws relating to emissions, 
     discharges, releases or threatened releases of pollutants, contaminants, 
     chemicals, or industrial, toxic or hazardous substances or wastes into 
     the environment (including, without limitation, ambient air, surface 
     water, ground water, land surface or subsurface strata) or otherwise 
     relating to the manufacture, processing, distribution, use, treatment, 
     storage, disposal, transport or handling of pollutants, contaminants, 
     chemicals, or industrial, toxic or hazardous substances or wastes.
 
     I.     "Permits" shall mean shall mean all authorizations, 
     approvals, permits, variances, land use entitlements, consents, 
     licenses, franchises and agreements issued by or entered into with a 
     governmental authority now or hereafter required for all stages of 
     exploration, developing, operating, and plugging and abandoning oil & 
     gas wells (including, without limitation, those shown on Exhibit A) on 
     all or any part of the lands described in Exhibit A (or any other lands 
     any production from which, or profits or proceeds from such production, 
     is attributed to any interest in lands or to any interest described in 
     Exhibit A).

     J.     "Water Rights" shall mean (including without limitation 
     those described in Exhibit A hereto) all now or hereafter existing or 
     acquired water and water rights, reservoirs and reservoir rights, 
     ditches and ditch rights, wells and well rights, whether evidenced or 
     initiated by permit, decree, well registration, appropriation not 
     decreed, water court application, shares of stock or other interests in 
     mutual ditch or reservoir companies or carrier ditch or reservoir 
     companies or otherwise, appertaining or appurtenant to or beneficially 
     used or useful in connection with the lands described in Exhibit A, 
     together with all pumps, well casings, wellheads, electrical 
     installations, pumphouses, meters, monitoring wells and systems, 
     measuring devices, pipes, pipelines, and other structures or personal 
     property which are or may be used to produce, regulate, measure, 
     distribute, store, or use water from the said water and water rights, 
     reservoirs and reservoir rights, ditches and ditch rights, wells and 
     well rights. 

     K.     "Uniform Commercial Code" shall mean the Uniform Commercial 
     Code as in effect from time to time in the State of Illinois or any 
     other applicable state, and the terms "Accounts", "Account Debtor", 
     "Chattel Paper", "Contract Rights", "Deposit Accounts", "Documents", 
     "General Intangibles", "Goods", "Equipment", "Fixtures", "Inventory", 
     "Instruments", and "Proceeds" shall have the respective meanings 
     assigned to such terms in the Uniform Commercial Code.

     NOW, THEREFORE, the Mortgagor, for and in consideration of the premises 
and of the debts and trusts hereinafter mentioned, (i) with respect to the 
following described properties, rights and interests which are (a) located in 
or relate to properties located in the States of Texas and Mississippi or (b) 
located within, or relate to properties located within the offshore area over 
which the United States asserts jurisdiction and to which the laws of the 
States of Texas and Mississippi are applicable with respect to this instrument 
and the liens or security interests created hereby, has granted, bargained, 
sold, warranted, mortgaged, assigned, transferred and conveyed, and by these 
presents does grant, bargain, sell, warrant, mortgage, assign, pledge, 
hypothecate, transfer and convey unto the Trustees, in trust, with power of 
sale, for the use and benefit of the Bank, for itself and as agent for its 
Affiliates, all the Mortgagor's right, title and interest, whether now owned 
or hereafter acquired, in and to all of the hereinafter described properties, 
rights and interests; and, insofar as such properties, rights and interests 
consist of equipment, general intangibles, accounts, contract rights, 
inventory, fixtures, proceeds of collateral or any other personal property of 
a kind or character defined in or subject to the applicable provisions of the 
Uniform Commercial Code (as in effect from time to time in the appropriate 
jurisdiction with respect to each of said properties, rights and interests), 
the Mortgagor hereby grants to said Trustees, for the use and benefit of the 
Bank, for itself and as agent for its Affiliates, a security interest therein 
to the full extent of the Mortgagor's legal and beneficial interest therein, 
now owned or hereafter acquired, namely and (ii) with respect to the following 
described properties, rights and interests other than those granted to the 
Trustees in clause (i) above (herein called the "Louisiana Mortgaged 
Property"), as security for the Indebtedness (as defined below) outstanding at 
any time or from time to time, up to the maximum amount outstanding at any 
time or from time to time as set forth in Section 1.4 hereof, does hereby 
mortgage, pledge, hypothecate, collaterally assign and grant a security 
interest to the Bank for itself and as agent for its Affiliates, in all the 
Mortgagor's right, title and interest, whether now owned or hereafter 
acquired, in and to all of the hereinafter described properties, rights and 
interests; and, insofar as such properties, rights and interests consist of 
equipment, general intangibles, accounts, contract rights, inventory, 
fixtures, proceeds of collateral or any other personal property of a kind or 
character defined in or subject to the applicable provisions of the Uniform 
Commercial Code (as in effect from time to time in the appropriate 
jurisdiction with respect to each of said properties, rights and interests), 
the Mortgagor hereby grants to the Bank, for itself and as agent for its 
Affiliates, a security interest therein to the full extent of the Mortgagor's 
legal and beneficial interest therein, now owned or hereafter acquired, 
namely:

     (a)     the lands described in Exhibit A, and the oil and gas 
     leases, the fee, mineral, overriding royalty, royalty and other 
     interests which are described in Exhibit A,

     (b)     the presently existing and (subject to the terms of 
     Section 2.7 hereof) hereafter arising unitization, unit operating, 
     communitization and pooling agreements and the properties covered and 
     the units created thereby (including, without limitation, all units 
     formed under orders, regulations, rules, approvals, decisions or other 
     official acts of any federal, state or other governmental agency having 
     jurisdiction) which are specifically described in Exhibit A or which 
     relate to any of the properties and interests specifically described in 
     Exhibit A,

     (c)     the Hydrocarbons which are in, under, upon, produced or to 
     be produced from or which are attributed or allocated to the lands 
     described in Exhibit A,

     (d)     the Production Sale Contracts,

     (e)     the Operating Equipment,

     (f)     the Permits,

     (g)     the Water Rights,

     (h)     without duplication of any other provision of this 
     granting clause, Equipment, Fixtures and other Goods necessary or used 
     in connection with, and Inventory, Accounts, General Intangibles, 
     Contract Rights, Chattel Paper, Deposit Accounts, Documents, Instruments 
     and Proceeds arising from, or relating to, the properties and other 
     interests described in Exhibit A, and

     (i)  any and all liens and security interests in Hydrocarbons 
     securing the payment of proceeds from the sale of Hydrocarbons, 
     including but not limited to those liens and security interests provided 
     for in Section 9.319 of the Texas Business and Commerce Code or similar 
     statutes of other jurisdictions or any successor statutes.

together with any and all corrections or amendments to, or renewals, 
extensions or ratifications of, or replacements or substitutions for, any of 
the same, or any instrument relating thereto, and all accounts, contracts, 
contract rights, options, nominee agreements, unitization or pooling 
agreements, operating agreements and unit operating agreements, processing 
agreements, farmin agreements, farmout agreements, joint venture agreements, 
partnership agreements (including mining partnerships), exploration 
agreements, bottom hole agreements, dry hole agreements, support agreements, 
acreage contribution agreements, surface use and surface damage agreements, 
net profits agreements, production payment agreements, Hedging Agreements, 
insurance policies, title opinions, title abstracts, title materials and 
information, files, records, writings, data bases, information, systems, logs, 
well cores, fluid samples, production data and reports, well testing data and 
reports, maps, seismic and geophysical, geological and chemical data and 
information, interpretative and analytical reports of any kind or nature 
(including, without limitation, reserve studies and reserve evaluations), 
computer hardware and software and all documentation therefor or relating 
thereto (including, without limitation, all licenses relating to or covering 
such computer hardware, software and/or documentation), trade secrets, 
trademarks, service marks and business names and the goodwill of the business 
relating thereto, copyrights, copyright registrations, unpatented inventions, 
patent applications and patents, rights-of-way, franchises, bonds, easements, 
servitudes, surface leases, permits, licenses, tenements, hereditaments, 
appurtenances, concessions, occupancy agreements, privileges, development 
rights, condemnation awards, claims against third parties, general 
intangibles, rents, royalties, issues, profits, products and proceeds, whether 
now or hereafter existing or arising, used or useful in connection with, 
covering, relating to, or arising from or in connection with, any of the 
aforesaid items (a) through (i), inclusive, in this granting clause mentioned, 
and all other things of value and incident thereto (including, without 
limitation, any and all liens, lien rights, security interests and other 
properties, rights and interests) which the Mortgagor might at any time have 
or be entitled to, all the aforesaid properties, rights and interests, 
(including the Louisiana Mortgaged Property) together with any additions 
thereto which may be subjected to the lien and security interest of this 
instrument by means of supplements hereto, being hereinafter called the 
"Mortgaged Property".

     Subject, however, to (i) the restrictions, exceptions, reservations, 
conditions, limitations, interests and other matters, if any, set forth or 
referred to in the specific descriptions of such properties and interests in 
Exhibit A (including all presently existing royalties, overriding royalties, 
payments out of production and other burdens which are referred to in 
Exhibit A and which are taken into consideration in computing any percentage, 
decimal or fractional interest as set forth in Exhibit A), (ii) the assignment 
of production contained in Article III hereof, but only insofar and so long as 
said assignment of production is not inoperative under the provisions of 
Section 3.5 hereof, and (iii) the condition that neither the Trustees nor the 
Bank shall be liable in any respect for the performance of any covenant or 
obligation (including without limitation measures required to comply with 
Environmental Laws) of the Mortgagor in respect of the Mortgaged Property.

     TO HAVE AND TO HOLD the Mortgaged Property (other than the Louisiana 
Mortgaged Property) unto the Trustees for the benefit of the Bank, for itself 
and as agent for its Affiliates, forever to secure the payment of the 
Indebtedness and to secure the performance of the obligations of the Mortgagor 
herein contained.  

     The Louisiana Mortgaged Property is to remain so specially mortgaged, 
affected and hypothecated unto and in favor of the Bank for itself and as 
agent for its Affiliates to secure payment of the Indebtedness (including the 
performance of the obligations of the Mortgagor herein contained) until full 
and final payment or discharge of the Indebtedness, and the Mortgagor is 
herein and hereby bound and obligated not to sell or alienate the Louisiana 
Mortgaged Property to the prejudice of this act.

     The Mortgagor, in consideration of the premises and to induce the Bank 
to make the loans above described, hereby covenants and agrees with both the 
Trustees and the Bank as follows:

                               ARTICLE I

                          Indebtedness Secured

     I.1     Items of Indebtedness Secured.  The following items of 
indebtedness are secured hereby:

     (a)     The Loan Note (including future advances to be made 
     thereunder by the Bank), the Letter of Credit Outstandings (as defined 
     in the Credit Agreement) and all other obligations and liabilities of 
     the Borrower under the Credit Agreement;

     (b)     All indebtedness and future advances evidenced by any 
     promissory notes evidencing any additional loans which the Bank may from 
     time to time make to the Borrower, if any, the Bank not being obligated, 
     however, to make such additional loans;

     (c)  Any sums advanced or expenses or costs incurred by the 
     Trustees or the Bank (or any receiver or keeper appointed hereunder) 
     which are made or incurred pursuant to, or permitted by, the terms 
     hereof, plus interest thereon at the rate herein specified or otherwise 
     agreed upon, from the date of the advances or the incurring of such 
     expenses or costs until reimbursed;

     (d)  Any and all other indebtedness of the Mortgagor or any 
     Affiliate of the Mortgagor (including the Borrower) to the Bank or any 
     Affiliate of the Bank now or hereafter owing, whether direct or 
     indirect, primary or secondary, fixed or contingent, joint or several, 
     regardless of how evidenced or arising, including without limitation all 
     Hedging Obligations (as defined in the Credit Agreement) arising under 
     Hedging Agreements between the Mortgagor or any Affiliate of the 
     Mortgagor and the Bank or any Affiliate of the Bank; and

     (e)  Any extensions, refinancings, modifications or renewals of 
     all such indebtedness described in subparagraphs (a) through (d) above, 
     whether or not the Mortgagor executes any extension agreement or renewal 
     instrument.  The indebtedness secured hereby further continues with 
     respect to any new obligation arising from any novation (subjective or 
     objective) of the foregoing indebtedness as permitted by Louisiana Civil 
     Code Article 1884.

     I.2     Indebtedness and the Notes Defined.  All the above items of 
indebtedness are hereinafter collectively referred to as the "Indebtedness".  
Any promissory note evidencing any part of the Indebtedness, including, 
without limitation, the Loan Note, is hereinafter referred to as a "Note", and 
all such promissory notes are hereinafter referred to collectively as the 
"Notes".

     I.3  No Paraph.  The Mortgagor and the Bank acknowledge that no Note or 
other evidence of Indebtedness has been paraphed for identification with this 
instrument.

     I.4  Maximum Amount.  The maximum amount of the Indebtedness that may be 
outstanding at any time, and from time to time, and secured by this instrument 
is $60,000,000.

                                 ARTICLE II

                    Particular Covenants and Warranties
                              of the Mortgagor

     II.1     Payment of the Indebtedness.  The Mortgagor will duly and 
punctually pay and timely perform the Indebtedness, including each and every 
obligation owing on account of the Notes.

     II.2     Certain Representations and Warranties.  The Mortgagor 
represents and warrants that (a) the oil and gas leases described in Exhibit A 
hereto are valid, subsisting leases, superior and paramount to all other oil 
and gas leases respecting the properties to which they pertain, (b) all 
producing wells located on the lands described in Exhibit A have been drilled, 
operated and produced in conformity with all applicable laws, rules and 
regulations of all authorities having jurisdiction, and are subject to no 
penalties on account of past production, and such wells are in fact bottomed 
under and are producing from, and the well bores are wholly within, the lands 
described in Exhibit A, (c) the Mortgagor, to the extent of the interest 
specified in Exhibit A, has valid and indefeasible title to each property 
right or interest constituting the Mortgaged Property and has a good and legal 
right to grant and convey the same to the Trustees (or in the case of the 
Louisiana Mortgaged Property, to mortgage, collaterally assign, and grant a 
security interest in the same to the Bank for itself and as agent for its 
Affiliates), it being understood that the Mortgagor's working interest in each 
oil and gas lease shall exceed the Mortgagor's net interest in production from 
such lease to the extent of the Mortgagor's proportionate share of the burden 
of all royalties, overriding royalties and other such payments out of 
production, (d) the Mortgaged Property is free from all encumbrances or liens 
whatsoever, except as may be specifically set forth in Exhibit A or as 
permitted by the provisions of Section 2.5(e) hereof, (e) the Mortgagor is not 
obligated, by virtue of any prepayment under any contract providing for the 
sale by the Mortgagor of Hydrocarbons which contains a "take or pay" clause or 
under any similar arrangement, to deliver Hydrocarbons at some future time 
without then or thereafter receiving full payment therefor, (f) the Mortgaged 
Property is currently being operated, maintained and developed in accordance 
with all applicable currently existing Permits, and all applicable federal, 
tribal, state and local laws, rules and regulations except where the failure 
to do so could not reasonably be expected to have a Material Adverse Effect, 
(g) the cover page to this instrument lists the correct legal name of the 
Mortgagor and the Mortgagor is not now and has not been known by any trade 
name, and (h) the Mortgagor has not been known by any legal name different 
from the one set forth on the cover page of this instrument, nor has the 
Mortgagor been the subject of any merger or other corporate reorganization.  
The Mortgagor will warrant and forever defend the Mortgaged Property unto the 
Trustees (or, in the case of the Louisiana Mortgaged Property, the Bank for 
itself and as agent for its Affiliates) against every person whomsoever 
lawfully claiming the same or any part thereof, and the Mortgagor will 
maintain and preserve the lien and security interest hereby created so long as 
any of the Indebtedness remains unpaid.

     II.3     Further Assurances.  The Mortgagor will execute and deliver 
such other and further instruments and will do such other and further acts as, 
in the opinion of the Trustees or the Bank, may be necessary or desirable to 
carry out more effectually the purposes of this instrument, including, without 
limiting the generality of the foregoing, (a) prompt correction of any defect 
which may hereafter be discovered in the title to the Mortgaged Property or in 
the execution and acknowledgment of this instrument, any Note, or any other 
document executed in connection herewith, and (b) prompt execution and 
delivery of all notices to parties operating, purchasing or receiving proceeds 
of production of Hydrocarbons from the Mortgaged Property, and all division 
orders or transfer orders, any of which, in the opinion of the Bank, is needed 
in order to transfer effectually or to assist in transferring effectually to 
the Bank the assigned proceeds of production from the Mortgaged Property.

     II.4     Taxes.  Subject to the Mortgagor's right to contest the same, 
the Mortgagor will promptly pay all taxes, assessments and governmental 
charges legally imposed upon this instrument or upon the Mortgaged Property, 
or upon the interest of the Trustees or the Bank therein, or upon the income 
and profits thereof.

     II.5     Operation of the Mortgaged Property.  So long as the 
Indebtedness or any part thereof remains unpaid, and whether or not the 
Mortgagor is the operator of the Mortgaged Property, the Mortgagor shall, at 
the Mortgagor's own expense:

     (a)     Do all things necessary to keep unimpaired the Mortgagor's 
     rights in the Mortgaged Property and not, except in the ordinary course 
     of business, abandon any well or forfeit, surrender or release any oil 
     and gas lease or any rights in the Mortgaged Property, or enter into any 
     operating agreement with respect to the Mortgaged Property, without the 
     prior written consent of the Trustees;

     (b)     Obtain and maintain all required Permits and cause the 
     lands described in Exhibit A to be maintained, developed, protected 
     against drainage, and continuously operated for the production of 
     Hydrocarbons in a good and workmanlike manner as would a prudent 
     operator, and in accordance with generally accepted practices, 
     applicable operating agreements, and all applicable federal, state and 
     local laws, rules and regulations, excepting those being contested in 
     good faith;

     (c)  Cause to be paid, promptly as and when due and payable, all 
     rentals and royalties (including shut-in royalties) payable in respect 
     of the Mortgaged Property, and all expenses incurred in or arising from 
     the operation or development of the Mortgaged Property;

     (d)  Cause the Operating Equipment to be kept in good and 
     effective operating condition, and all repairs, renewals, replacements, 
     additions and improvements thereof or thereto, needful to the production 
     of Hydrocarbons from the lands described in Exhibit A, to be promptly 
     made;

     (e)  Cause the Mortgaged Property to be kept free and clear of 
     liens, charges and encumbrances of every character, other than (1) the 
     lien and security interest hereof, (2) those liens permitted by Section 
     8.2.3 of the Credit Agreement, and (3) those consented to in writing by 
     the Bank;

     (f)  Carry with financially sound and reputable insurance 
     companies and in amounts satisfactory to the Bank the following 
     insurance:  (1) workmen's compensation insurance and public liability 
     and property damage insurance in respect of all activities in which the 
     Mortgagor might incur personal liability for the death of or injury to 
     an employee or third person, or damage to or destruction of another's 
     property; and (2) to the extent such insurance is carried by others 
     engaged in similar undertakings in the same general areas in which the 
     Mortgaged Property is located, insurance in respect of the Operating 
     Equipment, against loss or damage by fire, lightning, hail, tornado, 
     explosion and other similar risks;

     (g)     Furnish to the Bank as soon as possible and in any event 
     within five (5) days after the occurrence from time to time of any 
     change in the address of the Mortgagor's location (as described on the 
     signature page hereto) or in the name of the Mortgagor, notice in 
     writing of such change;

     (h)     Not initiate or acquiesce in any change in any material 
     zoning or other land use or Water Rights classification now or hereafter 
     in effect and affecting the Mortgaged Property or any part thereof;

     (i)     Notify the Bank in writing as soon as possible and in any 
     event within five (5) days after it shall become aware of the occurrence 
     of any event of default under Section 4.1 or any event which, with 
     notice, the passage of time or both would be such an event of default; 
     and

     (j)     Appear in and defend, with counsel acceptable to the Bank 
     in its sole discretion, any action or proceeding purporting to affect 
     the security hereof or the rights or powers of the Bank; and pay all 
     costs and expenses, including cost of evidence of title and attorneys' 
     fees in a reasonable sum, in any such action or proceeding in which the 
     Bank may appear.

     II.6     Recording, etc.  The Mortgagor will promptly, and at the 
Mortgagor's expense, record, register, deposit and file this and every other 
instrument in addition or supplemental hereto in such offices and places and 
at such times and as often as may be necessary to preserve, protect and renew 
the lien and security interest hereof as a first lien on and prior perfected 
security interest in real or personal property, as the case may be, and the 
rights and remedies of the Trustees and of the Bank, and otherwise will do and 
observe all things or matters necessary or expedient to be done or observed by 
reason of any law or regulation of any State or of the United States of 
America or of any other competent authority, for the purpose of effectively 
creating, maintaining and preserving the lien and security interest hereof on 
and in the Mortgaged Property.

     II.7     Sale or Mortgage of the Mortgaged Property.  Except as 
permitted by Section 8.2.9 of the Credit Agreement and except for sales of 
severed Hydrocarbons in the ordinary course of the Mortgagor's business and 
the lien and security interest created by this instrument, the Mortgagor will 
not sell, convey, mortgage, pledge, or otherwise dispose of or encumber the 
Mortgaged Property nor any portion thereof, nor any of the Mortgagor's right, 
title or interest therein, without first securing the written consent of the 
Bank; and the Mortgagor will not enter into any arrangement with any gas 
pipeline company or other consumer of Hydrocarbons regarding the Mortgaged 
Property whereby said gas pipeline company or consumer may set off any claim 
against the Mortgagor by withholding payment for any Hydrocarbons actually 
delivered.

     II.8     Records, Statements and Reports.  The Mortgagor will keep 
proper books of record and account in which complete and correct entries will 
be made of the Mortgagor's transactions in accordance with generally accepted 
accounting principles and will furnish or cause to be furnished to the Bank 
such information concerning the business, affairs and financial condition of 
the Mortgagor as the Trustees or the Bank may from time to time reasonably 
request.  Without limiting the generality of the foregoing, the Mortgagor 
shall furnish to the Bank (a) upon its request, but not more than every six 
months, reports prepared by an independent person or firm acceptable to the 
Bank concerning (1) the quantity of Hydrocarbons recoverable from the 
Mortgaged Property, (2) the projected income and expense attributable to the 
Mortgaged Property, and (3) the expediency of any change in methods of 
treatment or operation of all or any wells productive of Hydrocarbons, any new 
drilling or development, any method of secondary recovery by repressuring or 
otherwise, or any other action with respect to the Mortgaged Property, the 
decision as to which may increase or reduce the quantity of Hydrocarbons 
ultimately recoverable or the rate of production thereof, and (b) monthly, a 
report showing the gross proceeds from the sale of Hydrocarbons produced from 
the lands described in Exhibit A (including any thereof taken by the Mortgagor 
for the Mortgagor's own use), the quantity of such Hydrocarbons sold, the 
severance, gross production, occupation, or gathering taxes deducted from or 
paid out of such proceeds, the number of wells operated, drilled or abandoned, 
and such other information as the Bank may reasonably request (upon request of 
the Bank, such reports referred to in clauses (a) and (b) above shall set 
forth such information on a lease or unit basis).

     II.9  No Governmental Approvals.  The Mortgagor represents and warrants 
that (a) no approval or consent of any regulatory or administrative commission 
or authority, or of any other governmental body, is necessary to authorize the 
execution and delivery of this instrument or of the Notes, or to authorize the 
observance or performance by the Mortgagor of the covenants herein or in the 
Notes contained, or that such approvals as are required have been obtained or 
will be obtained promptly, and (b) the Mortgagor has obtained all Permits 
which are necessary for the operation of the Mortgaged Property.

     II.10  Right of Entry.  

     (a)     The Mortgagor will permit the Trustees or the Bank, or the 
     agents of either of them, at the cost and expense of the Mortgagor, to 
     enter upon the Mortgaged Property and all parts thereof, for the purpose 
     of investigating and inspecting the condition and operation thereof, and 
     shall permit reasonable access to the field offices and other offices, 
     including the principal place of business, of the Mortgagor to inspect 
     and examine the Mortgaged Property and to inspect, review and reproduce 
     as necessary any books, records, accounts, contracts or other documents 
     of the Mortgagor.  

     (b)     Without limiting the generality of the foregoing, the Bank 
     shall have the right, on twenty-four (24) hours prior notice to the 
     Mortgagor, to cause such persons and entities as the Bank may designate 
     to enter the Mortgaged Property to conduct (at the cost and expense of 
     the Mortgagor), or to cause the Mortgagor to conduct (at the cost and 
     expense of the Mortgagor), such tests and investigations as the Bank 
     deems necessary to determine whether any hazardous substance or solid 
     waste is being generated, transported, stored, or disposed of in 
     accordance with applicable Environmental Laws.  Such tests and 
     investigations may include, without limitation, underground borings, 
     ground water analyses and borings from the floors, ceilings and walls of 
     any improvements located on the Mortgaged Property.  This Section 2.10 
     shall not be construed to affect or limit the obligations of the 
     Mortgagor pursuant to Section 2.5 hereof.

     (c)     The Bank shall have no duty to visit or observe the 
     Mortgaged Property or to conduct tests, and no site visit, observation 
     or testing by the Bank shall impose any liability on the Bank, nor shall 
     the Mortgagor or any other Obligor be entitled to rely on any visit, 
     observation or testing by the Bank in any respect.  The Bank may, in its 
     discretion, disclose to the Mortgagor or any other Person, including any 
     governmental agency, any report or finding made as a result of, or in 
     connection with, any site visit, observation or testing by the Bank.  
     The Mortgagor agrees that the Bank makes no warranty or representation 
     to the Mortgagor or any other Obligor regarding the truth, accuracy or 
     completeness of any such report or findings that may be so disclosed.  
     The Mortgagor also acknowledges that, depending upon the results of any 
     site visit, observation or testing by the Bank and disclosed to the 
     Mortgagor, the Mortgagor may have a legal obligation to notify one or 
     more governmental agencies of such results, that such reporting 
     requirements are site-specific, and are to be evaluated by the Mortgagor 
     without advice or assistance from the Bank.

     II.11  Environmental Laws.  The Mortgagor represents and warrants, to 
the best of its knowledge after due inquiry, and except as set forth in 
Section 7.17 of the Credit Agreement that:  the Mortgaged Property is in 
compliance with all applicable Environmental Laws; there are no conditions 
existing currently which would be likely to subject the Mortgagor to damages, 
penalties, injunctive relief or cleanup costs under any Environmental Laws or 
assertions thereof, or which require or are likely to require cleanup, 
removal, remedial action or other response pursuant to Environmental Laws by 
the Mortgagor; the Mortgagor is not a party to any litigation or 
administrative proceedings, nor so far as is known by the Mortgagor is any 
litigation or administrative proceeding threatened against it, which asserts 
or alleges that the Mortgagor has violated or is violating Environmental Laws 
or that the Mortgagor is required to clean up, remove or take remedial or 
other responsive action due to the disposal, depositing, discharge, leaking or 
other release of any hazardous substances or materials; neither the Mortgaged 
Property nor the Mortgagor is subject to any judgment, decree, order or 
citation related to or arising out of Environmental Laws and neither has been 
named or listed as a potentially responsible party by any governmental body or 
agency in a matter arising under any Environmental Laws.  The Mortgagor has 
also obtained all permits, licenses or approvals required under applicable 
Environmental Laws which are necessary for its current exploration, use, and 
development activities at the Mortgaged Property; and to the Mortgagor's 
knowledge after reasonable investigation all use, generation, manufacturing, 
release, discharge, storage, deposit, treatment, recycling or disposal of any 
materials on, under or at the Mortgaged Property or transported to or from the 
Mortgaged Property (or tanks or other facilities thereon containing such 
materials) are being and will be conducted in accordance with applicable 
Environmental Laws including without limitation those requiring cleanup, 
removal or any other remedial action.

     II.12 Partnership or Corporate Mortgagor.  The Mortgagor will continue to 
be duly qualified to transact business in each state where the conduct of its 
business requires it to be qualified, and will not, without the prior written 
consent of the Trustees, consolidate or merge with any other partnership or 
corporation.

     II.13  Taxpayer I.D. Number.  The taxpayer identification numbers of the 
Mortgagor are as follows:

Name                                        Taxpayer ID Number
FUTURE ACQUISITION 1995 LTD.                       75-2630182
BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP          75-2648720
NCI-SHAWNEE LIMITED PARTNERSHIP                    75-2563029

The tax identification number of the Bank is. 

                                ARTICLE III

                         Assignment of Production

     III.1     Assignment.  As further security for the payment of the 
Indebtedness, up to the maximum amount outstanding as set forth in Section 
1.4, the Mortgagor hereby transfers, assigns, warrants and conveys to the 
Bank, effective as of November 1, 1998, at 7:00 A.M., local time, all 
Hydrocarbons which are thereafter produced from and which accrue to the 
Mortgaged Property, and all proceeds therefrom.  All parties producing, 
purchasing or receiving any such Hydrocarbons, or having such, or proceeds 
therefrom, in their possession for which they or others are accountable to the 
Bank by virtue of the provisions of this Article, are authorized and directed 
to treat and regard the Bank as the assignee and transferee of the Mortgagor 
and entitled in the Mortgagor's place and stead to receive such Hydrocarbons 
and all proceeds therefrom; and said parties and each of them shall be fully 
protected in so treating and regarding the Bank and shall be under no 
obligation to see to the application by the Bank of any such proceeds or 
payments received by it; provided, however, that, until the Bank or the 
Mortgagor shall have instructed such parties to deliver such Hydrocarbons and 
all proceeds therefrom directly to the Bank, such parties shall be entitled to 
deliver such Hydrocarbons and all proceeds therefrom to Mortgagor.  Upon (i) 
an event of default or (ii) the occurrence of a Material Adverse Effect (it 
being understood that the determination of the occurrence of an event of 
default or a Material Adverse Effect, as the case may be, by the Bank shall be 
conclusive and binding as to all such parties for all purposes hereof) said 
Hydrocarbons and products are to be delivered into pipelines connected with 
the oil and gas leases, or to the purchaser thereof, free and clear of all 
taxes, charges, costs and expenses.  The Mortgagor agrees to perform all such 
acts, and to execute all such further assignments, transfers and division 
orders, and other instruments as may be required or desired by the Bank or any 
party in order to have said revenues and proceeds so paid to the Bank.  The 
Bank is fully authorized to receive and give receipt for said revenues and 
proceeds; to endorse and cash any and all checks and drafts payable to the 
order of the Mortgagor or the Bank for the account of the Mortgagor received 
from or in connection with said revenues or proceeds and apply the proceeds 
thereof in accordance with Section 3.2 hereof, and to execute transfer and 
division orders in the name of the Mortgagor, or otherwise, with warranties 
binding the Mortgagor.

     III.2  Application of Proceeds.  All payments received by the Bank 
pursuant to Section 3.1 hereof shall be placed in a cash collateral account at 
the Bank and on the last business day of each calendar month applied as 
follows:

     First:  To the payment and satisfaction of all costs and expenses 
incurred in connection with the collection of such proceeds, and to the 
payment of all items of the Indebtedness not evidenced by any Note.

     Second:  To the payment of the interest on the Notes accrued to 
the date of such payment.

     Third:  To the payment of the amounts of principal then due and 
owing on the Notes.

     Fourth:  The balance, if any, shall either be applied on the then 
unmatured principal amounts of the Notes, such application to be on such 
of the Notes and installments thereof as the Bank may select, or, at the 
option of the Bank, released to the Mortgagor.

     III.3  No Liability of the Bank in Collecting.  The Bank is hereby 
absolved from all liability for failure to enforce collection of any proceeds 
so assigned (and no such failure shall be deemed to be a waiver of any right 
of the Bank under this Article) and from all other responsibility in 
connection therewith, except the responsibility to account to the Mortgagor 
for funds actually received.

     III.4     Assignment Not a Restriction on the Bank's Rights.  Nothing 
herein contained shall detract from or limit the absolute obligation of the 
Mortgagor to make payment of the Indebtedness regardless of whether the 
proceeds assigned by this Article are sufficient to pay the same, and the 
rights under this Article shall be in addition to all other security now or 
hereafter existing to secure the payment of the Indebtedness.

     III.5     Status of Assignment.  Notwithstanding the other provisions of 
this Article and in addition to the other rights hereunder, the Trustees, the 
Bank or any receiver or keeper appointed in judicial proceedings for the 
enforcement of this instrument shall have the right to receive all of the 
Hydrocarbons herein assigned and the proceeds therefrom after any Note or 
other item of Indebtedness has been declared due and payable in accordance 
with the provisions of Section 4.1 hereof and to apply all of said proceeds as 
provided in Section 3.2 hereof.  Upon any sale of the Mortgaged Property or 
any part thereof pursuant to Article V, the Hydrocarbons thereafter produced 
from the property so sold, and the proceeds therefrom, shall be included in 
such sale and shall pass to the purchaser free and clear of the assignment 
contained in this Article.

     III.6     Indemnity.  The Mortgagor agrees to indemnify the Trustees and 
the Bank against all claims, actions, liabilities, judgments, costs, 
attorneys' fees or other charges of whatsoever kind or nature (all hereinafter 
in this Section 3.6 called "claims") made against or incurred by them or any 
of them as a consequence of the assertion, either before or after the payment 
in full of the Indebtedness, that they or any of them received Hydrocarbons 
herein assigned or the proceeds thereof claimed by third persons, and the 
Trustees and the Bank shall have the right to defend against any such claims, 
employing attorneys therefor, and unless furnished with reasonable indemnity, 
they or any of them shall have the right to pay or compromise and adjust all 
such claims.  The Mortgagor will indemnify and pay to the Trustees or the Bank 
any and all such amounts as may be paid in respect thereof or as may be 
successfully adjudged against the Trustees and the Bank or any of them.  The 
obligations of the Mortgagor as hereinabove set forth in this Section 3.6 
shall survive the release, termination, foreclosure or assignment of this 
instrument or any sale hereunder.

                                ARTICLE IV

                             Events of Default

     IV.1     Events of Default Hereunder.  In case any one or more of the 
following "events of default" shall occur and shall not have been remedied:

     (a)     default in the payment of principal of or interest on any 
     Note, or in the payment of any other Indebtedness secured hereby, when 
     due;

     (b)     the occurrence of an Event of Default (other than any 
     relating to non-payment of principal of or interest on the Loan Note) 
     under the terms and provisions of the Credit Agreement and the 
     continuance of such Event of Default for the applicable period of grace, 
     if any;

     (c)     any indebtedness of the Mortgagor shall become or shall be 
     declared to be due and payable prior to its expressed maturity by reason 
     of any default by the Mortgagor in the performance or observance of any 
     obligation or by reason of the existence of any condition constituting a 
     default in respect of such indebtedness;

     (d)     the Mortgagor shall (1) dissolve or terminate its 
     existence, (2) become insolvent, (3) generally fail to pay, or admit in 
     writing its inability to pay, debts as they become due, (4) make a 
     general assignment for the benefit of creditors, (5) apply for, consent 
     to, or acquiesce in the appointment of, a trustee, receiver or other 
     custodian for the Mortgagor or any property thereof, or (6) commence any 
     bankruptcy, reorganization, debt arrangement or other case or proceeding 
     under any bankruptcy or insolvency law (or consent to or acquiesce in 
     any such case or proceeding commenced against it);

     (e)     a trustee, receiver or other custodian shall be appointed 
     for the Mortgagor or for a substantial part of the property thereof and 
     (if not consented to or acquiesced in by the Mortgagor) shall not be 
     discharged within thirty (30) days, or any bankruptcy, reorganization, 
     debt arrangement or other case or proceeding under any bankruptcy or 
     insolvency law shall be commenced against the Mortgagor and (if not 
     consented to or acquiesced in by the Mortgagor) shall remain for 
     thirty (30) days undismissed;

     (f)     any warranty or representation made by the Mortgagor 
     herein shall prove to be untrue in any material respect as of the date 
     made or deemed made;

     (g)     failure by the Mortgagor, within ten (10) days after 
     notice thereof from the Bank, to cure a default in the due performance 
     or observance of any covenant or agreement contained in this instrument 
     and not constituting a default in the payment of principal of or 
     interest upon any Note or in the payment of any other Indebtedness;
 
     (h)     any of the Mortgaged Property shall be seized or taken by 
     any governmental or similar authority, or any order of attachment, 
     garnishment or any other writ shall be issued, or any other lawful 
     creditor's remedy shall be exercised or attempted to be exercised, with 
     respect thereto; or

     (i)  the title of the Mortgagor to the Mortgaged Property or any 
     substantial part thereof shall become the subject matter of litigation 
     which would or might, in the Bank's opinion, upon final determination 
     result in substantial impairment or loss of the security provided by 
     this instrument and upon notice by the Bank to the Mortgagor such 
     litigation is not dismissed within thirty (30) days of such notice,
 
then and in any such event the Bank, at its option, may declare the entire 
unpaid principal of and the interest accrued on the Notes and all other 
Indebtedness secured hereby to be forthwith due and payable, without any 
notice or demand of any kind, both of which are hereby expressly waived.

                                ARTICLE V

                       Enforcement of the Security

     V.1     Power of Sale of Real Property Constituting a Part of the 
Mortgaged Property.  Upon the occurrence of an event of default and if such 
event shall be continuing, the Trustees shall have the right and power to 
sell, to the extent permitted by law, at one or more sales, as an entirety or 
in parcels, as they may elect, the real property constituting a part of the 
Mortgaged Property (other than the Louisiana Mortgaged Property), at such 
place or places and otherwise in such manner and upon such notice as may be 
required by law, or, in the absence of any such requirement, as the Trustees 
may deem appropriate, and to make conveyance to the purchaser or purchasers; 
and the Mortgagor shall warrant title to such real property to such purchaser 
or purchasers.  The Trustees may postpone the sale of all or any portion of 
such real property by public announcement at the time and place of such sale, 
and from time to time thereafter may further postpone such sale by public 
announcement made at the time of sale fixed by the preceding postponement.  
The right of sale hereunder shall not be exhausted by one or any sale, and the 
Trustees may make other and successive sales until all of the trust estate be 
legally sold.  With respect to that portion, if any, of the Mortgaged Property 
situated in the State of Oklahoma, the Bank shall have the right and power at 
its option to declare the Indebtedness secured hereby due and payable and to 
sell, or direct the Trustees to sell, the "real estate," as such term is 
defined under the provisions of 46 O.S. Supp. 1986,  42, constituting a part 
of the Mortgaged Property, all under the terms of 46 O.S. Supp. 1986,  40 et 
seq., and shall, to the extent permitted by law, have the other rights 
conferred on the Trustees under the provisions of this instrument.

     V.2     Rights of the Trustees with Respect to Personal Property 
Constituting a Part of the Mortgaged Property.  Upon the occurrence of an 
event of default and if such event shall be continuing, the Trustees (or, in 
the case of the Louisiana Mortgaged Property, the Bank for itself and as agent 
for its Affiliates) will have all rights and remedies granted by law, and 
particularly by the Uniform Commercial Code, including, but not limited to, 
the right to take possession of all personal property constituting a part of 
the Mortgaged Property, and for this purpose the Trustees (or, in the case of 
the Louisiana Mortgaged Property, the Bank for itself and as agent for its 
Affiliates) may enter upon any premises on which any or all of such personal 
property is situated and take possession of and operate such personal property 
(or any portion thereof) or remove it therefrom.  The Trustees (or, in the 
case of the Louisiana Mortgaged Property, the Bank for itself and as agent for 
its Affiliates) may require the Mortgagor to assemble such personal property 
and make it available to the Trustees (or, in the case of the Louisiana 
Mortgaged Property, the Bank for itself and as agent for its Affiliates) at a 
place to be designated by the Trustees (or, in the case of the Louisiana 
Mortgaged Property, the Bank for itself and as agent for its Affiliates) which 
is reasonably convenient to all parties.  Unless such personal property is 
perishable or threatens to decline speedily in value or is of a type 
customarily sold on a recognized market, the Trustees (or, in the case of the 
Louisiana Mortgaged Property, the Bank for itself and as agent for its 
Affiliates) will give the Mortgagor reasonable notice of the time and place of 
any public sale or of the time after which any private sale or other 
disposition of such personal property is to be made.  This requirement of 
sending reasonable notice will be met if the notice is mailed by first-class 
mail, postage prepaid, to the Mortgagor at the address shown below the 
signatures at the end of this instrument at least five (5) days before the 
time of the sale or disposition.  Further, in the case of the Louisiana 
Mortgaged Property, the Bank shall have the right to utilize executory 
process, as more fully set forth in Section 5.4 hereof and the right to 
appointment of a keeper, as set forth in Sections 7.3 and 5.13 hereof.

     V.3     Rights with Respect to Fixtures Constituting a Part of the 
Mortgaged Property.  Upon the occurrence of an event of default and if such 
event shall be continuing, the Trustees (or, in the case of the Louisiana 
Mortgaged Property, the Bank for itself and as agent for its Affiliates) may 
elect to treat the fixtures constituting a part of the Mortgaged Property as 
either real property collateral or personal property collateral and then 
proceed to exercise such rights as apply to such type of collateral.

     V.4     Judicial Proceedings.  Upon the occurrence of an event of 
default and if such event shall be continuing, the Trustees, (or, in the case 
of the Louisiana Mortgaged Property, the Bank for itself and as agent for its 
Affiliates) in lieu of or in addition to exercising any power of sale 
hereinabove given, may proceed by a suit or suits in equity or at law, whether 
for a foreclosure hereunder for each or upon credit in one or more parcels or 
portions under executory or ordinary process, at the Bank's sole option, 
without appraisement (appraisement being expressly waived), or for the sale of 
the Mortgaged Property, or for the specific performance of any covenant or 
agreement herein contained or in aid of the execution of any power herein 
granted, or for the appointment of a receiver pending any foreclosure 
hereunder or the sale of the Mortgaged Property, or for the enforcement of any 
other appropriate legal or equitable remedy.  The Mortgagor hereby 
acknowledges the Indebtedness secured hereby, whether now existing or to arise 
hereafter, and confesses judgment thereon in the full amount of the 
Indebtedness in favor of the Bank and any future holder or holders of the 
Notes if such obligations are not paid at maturity.  With respect to the 
Louisiana Mortgaged Property, the Mortgagor in accordance with the terms 
hereof and the Credit Agreement does by these presents consent, agree and 
stipulate that, upon the occurrence of an event of default hereunder or under 
the Credit Agreement, the Bank or any future holder or holders of the Notes 
and any other Indebtedness may, at its (or their) option, without making 
demand and without notice or putting in default, the same being hereby 
expressly waived, cause all and singular the Louisiana Mortgaged Property to 
be seized and sold by executory process issued by any competent court, or to 
proceed with the enforcement of this Mortgage and pledge of production in any 
manner prescribed by law, the Mortgagor hereby waiving notice of demand or 
delay stipulated in Article 2639 of the Code of Civil Procedure of Louisiana 
and the benefit of any laws, or parts of laws, relating to the appraisement of 
the property seized and sold under executory process or other legal process, 
and consenting that the Mortgaged Property situated in the State of Louisiana 
be sold without appraisement to the highest bidder for cash.

     V.5     Possession of the Mortgaged Property.  It shall not be necessary 
for the Trustees or the Bank to have physically present or constructively in 
their possession at any sale held by the Trustees or the Bank or by any court, 
receiver or public officer any or all of the Mortgaged Property; and the 
Mortgagor shall deliver to the purchasers at such sale on the date of sale the 
Mortgaged Property purchased by such purchasers at such sale, and if it should 
be impossible or impracticable for any of such purchasers to take actual 
delivery of the Mortgaged Property, then the title and right of possession to 
the Mortgaged Property shall pass to such purchaser at such sale as completely 
as if the same had been actually present and delivered.

     V.6     Certain Aspects of a Sale.  The Bank shall have the right to 
become the purchaser at any sale held by the Trustees or by any court, 
receiver or public officer, and the Bank shall have the right to credit upon 
the amount of the bid made therefor the amount payable out of the net proceeds 
of such sale to it.  Recitals contained in any conveyance made to any 
purchaser at any sale made hereunder shall conclusively establish the truth 
and accuracy of the matters therein stated, including, without limiting the 
generality of the foregoing, nonpayment of the unpaid principal sum of, and 
the interest accrued on, the Notes, after the same have become due and 
payable, advertisement and conduct of such sale in the manner provided herein 
or appointment of any successor Trustee hereunder.

     V.7     Receipt to Purchaser.  Upon any sale, whether made under the 
power of sale herein granted and conferred or by virtue of judicial 
proceedings, the receipt of the Trustees, or of the officer making sale under 
judicial proceedings, shall be sufficient discharge to the purchaser or 
purchasers at any sale for his or their purchase money, and such purchaser or 
purchasers, or his or their assigns or personal representatives, shall not, 
after paying such purchase money and receiving such receipt of the Trustees or 
of such officer therefor, be obliged to see to the application of such 
purchase money, or be in anywise answerable for any loss, misapplication or 
nonapplication thereof.

     V.8     Effect of Sale.  Any sale or sales of the Mortgaged Property, 
whether under the power of sale herein granted and conferred or by virtue of 
judicial proceedings, shall operate to divest all right, title, interest, 
claim and demand whatsoever either at law or in equity, of the Mortgagor of, 
in and to the premises and the property sold, and shall be a perpetual bar, 
both at law and in equity, against the Mortgagor, and the Mortgagor's 
successors or assigns, and against any and all persons claiming or who shall 
thereafter claim all or any of the property sold from, through or under the 
Mortgagor or the Mortgagor's successors or assigns.  Nevertheless, the 
Mortgagor, if requested by the Bank so to do, shall join in the execution and 
delivery of all proper conveyances, assignments and transfers of the 
properties so sold.

     V.9     Application of Proceeds.  The proceeds of any sale of the 
Mortgaged Property, or any part thereof, whether under the power of sale 
herein granted and conferred or by virtue of judicial proceedings, shall be 
applied as follows:

     First:  To the payment and satisfaction of all costs and expenses 
incurred by the Bank and the Trustees in the performance of their duties 
including, without limiting the generality of the foregoing, a 
commission of five percent (5%) to the Trustees or any keeper and costs 
and expenses of any entry, or taking of possession, of any sale, or 
advertisement thereof, and of conveyances, and as well, court costs, 
compensation of agents and employees and legal fees.

     Second:  To the payment of the interest on the Notes accrued to 
the date of such payment.

     Third:  To the payment of the amounts of principal of the Notes 
and of the other items of Indebtedness due and owing at the time of such 
payment.

     Fourth:  Any surplus thereafter remaining shall be paid to the 
Mortgagor or the Mortgagor's successors or assigns, as their interests 
shall appear.

     V.10  The Mortgagor's Waiver of Appraisement, Marshalling and Other 
Rights.  The Mortgagor agrees, to the full extent that the Mortgagor may 
lawfully so agree, that the Mortgagor will not at any time insist upon or 
plead or in any manner whatever claim the benefit of any appraisement, 
valuation, stay, extension or redemption law now or hereafter in force, in 
order to prevent or hinder the enforcement or foreclosure of this instrument 
or the absolute sale of the Mortgaged Property or the possession thereof by 
any purchaser at any sale made pursuant to any provision hereof, or pursuant 
to the decree of any court of competent jurisdiction; but the Mortgagor, for 
the Mortgagor and all who may claim through or under the Mortgagor, so far as 
the Mortgagor or those claiming through or under the Mortgagor now or 
hereafter lawfully may, hereby waives the benefit of all such laws; provided, 
however, that appraisement of any of the Mortgaged Property located in the 
State of Oklahoma is hereby expressly waived or not, at the option of the 
Trustees, such option to be exercised prior to or at the time the judgment is 
rendered in any foreclosure hereof.  The Mortgagor, for the Mortgagor and all 
who may claim through or under the Mortgagor, waives, to the extent that the 
Mortgagor may lawfully do so, any and all right to have the Mortgaged Property 
marshalled upon any foreclosure of the lien hereof, or sold in inverse order 
of alienation, and agrees that the Trustees, the Bank or any court having 
jurisdiction to foreclose such lien may sell the Mortgaged Property as an 
entirety.  The Mortgagor, for the Mortgagor and all who may claim through or 
under the Mortgagor, further waives, to the full extent that the Mortgagor may 
lawfully do so, any requirement for posting a receiver's bond or replevin bond 
or other similar type of bond if the Trustees or the Bank commence an action 
for appointment of a receiver or an action for replevin to recover possession 
of any of the Mortgaged Property.  If any law in this paragraph referred to 
and now in force, of which the Mortgagor or the Mortgagor's successor or 
successors might take advantage despite the provisions hereof, shall hereafter 
be repealed or cease to be in force, such law shall not thereafter be deemed 
to constitute any part of the contract herein contained or to preclude the 
operation or application of the provisions of this paragraph.  Pursuant to 
Section 39-5-19, New Mexico Statutes, Annotated, 1978 Comp., as amended, the 
Mortgagor agrees that as to the Mortgaged Property situated in the State of 
New Mexico, the redemption period shall be shortened to one (1) month. 

     V.11  Costs and Expenses.  All costs and expenses (including attorneys' 
fees) incurred by the Trustees or the Bank in protecting and enforcing their 
rights hereunder shall constitute a demand obligation owing by the Mortgagor 
to the party incurring such costs and expenses and shall draw interest at an 
annual rate equal to the highest rate of interest from time to time accruing 
on the Loan Note plus one percent (1%) until paid, all of which shall 
constitute a portion of the Indebtedness.

     V.12  Sale of the Mortgaged Property in Texas.  If any Note is not paid 
when due, whether by acceleration or otherwise, the Trustees are hereby 
authorized and empowered to sell any part of the Mortgaged Property located in 
the State of Texas at public sale to the highest bidder for cash in the area 
at the county courthouse of the county in Texas in which the Texas portion of 
the Mortgaged Property or any part thereof is situated, as herein described, 
designated by such county's commissioner's court for such proceedings, or if 
no area is so designated, at the door of the county courthouse of said county, 
at a time between the hours of 10:00 A.M. and 4:00 P.M. which is no later than 
three (3) hours after the time stated in the notice described immediately 
below as the earliest time at which such sale would occur on the first Tuesday 
of any month, after advertising the earliest time at which said sale would 
occur, the place, and terms of said sale, and the portion of the Mortgaged 
Property to be sold, by (a) posting (or by having some person or persons 
acting for the Trustees post) for at least twenty-one (21) days preceding the 
date of the sale, written or printed notice of the proposed sale at the 
courthouse door of said county in which the sale is to be made; and if such 
portion of the Mortgaged Property lies in more than one county, one such 
notice of sale shall be posted at the courthouse door of each county in which 
such part of the Mortgaged Property is situated and such part of the Mortgaged 
Property may be sold in the area at the county courthouse of any one of such 
counties designated by such county's commissioner's court for such 
proceedings, or if no area is so designated, at the courthouse door of such 
county, and the notice so posted shall designate in which county such property 
shall be sold, and (b) filing in the office of the county clerk of each county 
in which any part of the Texas portion of the Mortgaged Property which is to 
be sold at such sale is situated a copy of the notice posted in accordance 
with the preceding clause (a).  In addition to such posting and filing of 
notice, the Bank or other holder of the Indebtedness shall, at least twenty-
one (21) days preceding the date of sale, serve or cause to be served written 
notice of the proposed sale by certified mail on the Mortgagor and on each 
other debtor, if any, obligated to pay the Indebtedness according to the 
records of the Bank or other holder of the Indebtedness.  Service of such 
notice shall be completed upon deposit of the notice, enclosed in a postpaid 
wrapper properly addressed to the Mortgagor and such other debtors at their 
most recent address or addresses as shown by the records of the Bank or other 
holder of the Indebtedness in a post office or official depository under the 
care and custody of the United States Postal Service.  The affidavit of any 
person having knowledge of the facts to the effect that such a service was 
completed shall be prima facie evidence of the fact of service.  The Mortgagor 
agrees that no notice of any sale, other than as set out in this paragraph, 
need be given by the Trustees, the Bank or any other person, except as may 
otherwise be required by applicable law.  The Mortgagor hereby designates as 
its address for the purpose of such notice the address set out on the 
signature page hereof; and agrees that such address shall be changed only by 
depositing notice of such change enclosed in a postpaid wrapper in a post 
office or official depository under the care and custody of the United States 
Postal Service, certified mail, postage prepaid, return receipt requested, 
addressed to the Bank or other holder of the Indebtedness at the address for 
the Bank set out herein (or to such other address as the Bank or other holder 
of the Indebtedness may have designated by notice given as above provided to 
the Mortgagor and such other debtors).  Any such notice of change of address 
of the Mortgagor or other debtors or of the Bank or of other holder of the 
Indebtedness shall be effective three (3) business days after such deposit if 
such post office or official depository is located in the State of Texas, 
otherwise to be effective upon receipt.  The Mortgagor authorizes and empowers 
the Trustees to sell the Texas portion of the Mortgaged Property in lots or 
parcels or in its entirety as the Trustees shall deem expedient; and to 
execute and deliver to the purchaser or purchasers thereof good and sufficient 
deeds of conveyance thereto by fee simple title, with evidence of general 
warranty by the Mortgagor, and the title of such purchaser or purchasers when 
so made by the Trustees, the Mortgagor binds itself to warrant and forever 
defend.  Where portions of the Mortgaged Property lie in different counties, 
sales in such counties may be conducted in any order that the Trustees may 
deem expedient; and one or more such sales may be conducted in the same month, 
or in successive or different months as the Trustees may deem expedient.  
Notwithstanding anything to the contrary contained herein, the Trustees may 
postpone the sale provided for in this Section 5.13 at any time without the 
necessity of a public announcement.  The provisions hereof with respect to the 
posting and giving of notices of sale are intended to comply with the 
provisions of Section 51.002 of the Property Code of the State of Texas, 
effective January 1, 1984, and in the event the requirements, or any notice, 
under such Section 51.002 of the Property Code of the State of Texas shall be 
eliminated or the prescribed manner of giving such notices modified by future 
amendment to, or adoption of any statute superseding, Section 51.002 of the 
Property Code of the State of Texas, the requirement for such particular 
notices shall be deemed stricken from or modified in this instrument in 
conformity with such amendment or superseding statute, effective as of the 
effective date thereof.

     V.13  Operation of the Mortgaged Property by the Trustees or the Bank.  
Upon the occurrence of an event of default and during the continuance of such 
event of default and in addition to all  other rights herein conferred on the 
Trustees, the Trustees or the Bank (or any person, firm or corporation 
designated by the Trustees or the Bank) shall have the right and power, but 
shall not be obligated, to enter upon and take possession of any of the 
Mortgaged Property, and to exclude the Mortgagor, and the Mortgagor's agents 
or servants, wholly therefrom, and to hold, use, administer, manage and 
operate the same to the extent that the Mortgagor shall be at the time 
entitled and in its place and stead.  The Trustees, the Bank or any person, 
firm or corporation designated by the Trustees or the Bank, may operate the 
same without any liability to the Mortgagor in connection with such 
operations, except to use ordinary care in the operation of such properties, 
and the Trustees, the Bank or any person, firm or corporation designated by 
the Trustees or the Bank, shall have the right to collect, receive and receipt 
for all Hydrocarbons produced and sold from said properties, to make repairs, 
purchase machinery and equipment, conduct work-over operations, drill 
additional wells and to exercise every power, right and privilege of the 
Mortgagor with respect to the Mortgaged Property.  When and if the expenses of 
such operation and development (including costs of unsuccessful work-over 
operations or additional wells) paid by the Trustees or the Bank or 
attributable to the Mortgagor's undivided interest therein and withheld, or 
offset against, by an operator or other party have been paid or reimbursed in 
full by the Mortgagor and the Indebtedness paid, said properties shall, if 
there has been no sale or foreclosure, be returned to the Mortgagor.  In the 
event that any of the Louisiana Mortgaged Property is seized as an incident to 
an action for the recognition or the enforcement of this instrument, whether 
by executory process, writ of fieri facias, sequestration, or otherwise, the 
court issuing the order under which the seizure is to be effected shall, if 
such order is petitioned for by the holder or holders of the Notes, direct the 
sheriff or other officer making the seizure to appoint as keeper of the 
Louisiana Mortgaged Property, in accordance with La. R.S. 9:5131 through 5135 
and/or 9:5136 through 5140.2, such person as may be named by the Bank at the 
time the seizure is effected. 

                               ARTICLE VI

                               [Reserved.]

                               ARTICLE VII

                          Miscellaneous Provisions

     VII.1  Pooling and Unitization.  The Mortgagor shall have the right, and 
is hereby authorized, to pool or unitize all or any part of any tract of land 
described in Exhibit A, insofar as relates to the Mortgaged Property, with 
adjacent lands, leaseholds and other interests, when, in the reasonable 
judgment of the Mortgagor, it is necessary or advisable to do so in order to 
form a drilling unit to facilitate the orderly development of that part of the 
Mortgaged Property affected thereby, or to comply with the requirements of any 
law or governmental order or regulation relating to the spacing of wells or 
proration of the production therefrom; provided, however, that any unit so 
formed for the production of oil shall not substantially exceed 160 acres, and 
any unit so formed for the production of gas shall not substantially exceed 
640 acres, unless a larger area is required to conform to an applicable law or 
governmental order or regulation relating to the spacing of wells or to obtain 
the maximum allowable production under any applicable law or governmental 
order or regulation relating to the proration of production therefrom; and 
further provided that the Hydrocarbons produced from any unit so formed shall 
be allocated among the separately owned tracts or interests comprising the 
unit in a uniform manner consistently applied.  Any unit so formed may relate 
to one or more zones or horizons, and a unit formed for a particular zone or 
horizon need not conform in area to any other unit relating to a different 
zone or horizon, and a unit formed for the production of oil need not conform 
in area with any unit formed for the production of gas.  Immediately after 
formation of any such unit, the Mortgagor shall furnish to the Trustees and 
the Bank a true copy of the pooling agreement, declaration of pooling or other 
instrument creating such unit, in such number of counterparts as the Trustees 
may reasonably request.  The interest in any such unit attributable to the 
Mortgaged Property (or any part thereof) included therein shall become a part 
of the Mortgaged Property and shall be subject to the lien hereof in the same 
manner and with the same effect as though such unit and the interest of the 
Mortgagor therein were specifically described in Exhibit A.  The Mortgagor may 
enter into pooling or unitization agreements not hereinabove authorized only 
with the prior written consent of the Trustees and the Bank.

     VII.2  Successor Trustees.  Any Trustee may resign in writing addressed 
to the Bank or may be removed at any time with or without cause by an 
instrument in writing duly executed by the Bank.  In case of the death, 
resignation or removal of a Trustee, one or more successor Trustees may be 
appointed by the Bank by instrument of substitution complying with any 
applicable requirements of law, and in the absence of any such requirement 
without formality other than appointment and designation in writing.  Such 
appointment and designation shall be full evidence of the right and authority 
to make the same and of all facts therein recited, and upon the making of any 
such appointment and designation this conveyance shall vest in the named 
successor Trustee or Trustees, all the estate and title of the prior Trustee 
in all of the Mortgaged Property, and he or they shall thereupon succeed to 
all the rights, powers, privileges, immunities and duties hereby conferred 
upon the prior Trustee.  All references herein to the Trustees shall be deemed 
to refer to the Trustees from time to time acting hereunder.

     VII.3  Actions or Advances by the Bank or the Trustees.  Each and every 
covenant herein contained shall be performed and kept by the Mortgagor solely 
at the Mortgagor's expense.  If the Mortgagor shall fail to perform or keep 
any of the covenants of whatsoever kind or nature contained in this 
instrument, the Bank, or the Trustees or any receiver or keeper appointed 
hereunder or under Applicable Law, may, but shall not be obligated to, take 
action and/or make advances to perform the same in the Mortgagor's behalf, and 
the Mortgagor hereby agrees to repay the expense of such action and such 
advances upon demand plus interest at an annual rate equal to the Alternate 
Base Rate (as defined in the Credit Agreement) of interest from time to time 
accruing on the Loan Note plus the Applicable Margin (as defined in the Credit 
Agreement) plus three percent (3%) until paid or, in the event any promissory 
note evidences such indebtedness, upon the terms and conditions thereof.  No 
such advance or action by the Bank, the Trustees or any keeper or receiver 
appointed hereunder shall be deemed to relieve the Mortgagor from any default 
hereunder.

     VII.4  Defense of Claims.  The Mortgagor will notify the Trustees and 
the Bank, in writing, promptly of the commencement of any legal proceedings 
affecting the lien or security interest hereof or the Mortgaged Property, or 
any part thereof, and will take such action, employing attorneys agreeable to 
the Trustees and the Bank, as may be necessary or appropriate to preserve the 
Mortgagor's, the Trustees' and the Bank's rights affected thereby and/or to 
hold harmless the Trustees, the Bank and its Affiliates in respect of such 
proceedings; and should the Mortgagor fail or refuse to take any such action, 
the Trustees or the Bank may, upon giving prior written notice thereof to the 
Mortgagor, take such action in behalf and in the name of the Mortgagor and at 
the Mortgagor's expense.  Moreover, the Bank or the Trustees on behalf of the 
Bank, may take such independent action in connection therewith as it or they 
may in its or their discretion deem proper, the Mortgagor hereby agreeing that 
all sums advanced or all expenses incurred in such actions plus interest at an 
annual rate equal to the Alternate Base Rate of interest from time to time 
accruing on the Loan Note plus the Applicable Margin plus three percent (3%) 
until paid, will, on demand, be reimbursed, as appropriate, to the Bank, the 
Trustees or any keeper or receiver appointed hereunder or under applicable 
law.  The obligations of the Mortgagor as hereinabove set forth in this 
Section 7.4 shall survive the release, termination, foreclosure or assignment 
of this instrument or any sale hereunder.

     VII.5  The Mortgaged Property to Revert.  If the Indebtedness shall be 
fully paid and the covenants herein contained shall be well and truly 
performed, then all of the Mortgaged Property shall revert to the Mortgagor 
and the entire estate, right, title and interest of the Trustees and the Bank 
shall thereupon cease; and the Trustees and the Bank in such case shall, upon 
the request of the Mortgagor and at the Mortgagor's cost and expense, deliver 
to the Mortgagor proper instruments acknowledging satisfaction of this 
instrument.

     VII.6  Renewals, Amendments and Other Security.  Renewals and extensions 
of the Indebtedness may be given at any time and amendments may be made to 
agreements with third parties relating to any part of such Indebtedness or the 
Mortgaged Property and the Trustees and the Bank may take or may now hold 
other security from others for the Indebtedness, all without notice to or 
consent of the Mortgagor.  The Trustees or the Bank may resort first to such 
other security or any part thereof or first to the security herein given or 
any part thereof, or from time to time to either or both, even to the partial 
or complete abandonment of either security, and such action shall not be a 
waiver of any rights conferred by this instrument, which shall continue as a 
first lien upon and prior perfected security interest in the Mortgaged 
Property not expressly released until the Notes and all other Indebtedness 
secured hereby are fully paid.

     VII.7  Instrument an Assignment, etc.  This instrument shall be deemed 
to be and may be enforced from time to time as an assignment, chattel 
mortgage, contract, deed of trust, financing statement, real estate (immovable 
property) mortgage, or security agreement, and from time to time as any one or 
more thereof.

     VII.8  Limitation on Interest.  No provision of this instrument or of 
the Notes, the Credit Agreement or any other Loan Document (as defined in the 
Credit Agreement) shall require the payment or permit the collection of 
interest in excess of the maximum permitted by law or which is otherwise 
contrary to law.  If any excess of interest in such respect is herein or in 
the Notes, the Credit Agreement or any other Loan Document provided for, or 
shall be adjudicated to be so provided for herein or in the Notes, the Credit 
Agreement or any other Loan Document, the Mortgagor shall not be obligated to 
pay such excess.

     VII.9  Unenforceable or Inapplicable Provisions.  If any provision 
hereof or of the Notes is invalid or unenforceable in any jurisdiction, the 
other provisions hereof or of the Notes shall remain in full force and effect 
in such jurisdiction, and the remaining provisions hereof shall be liberally 
construed in favor of the Trustees and the Bank in order to effectuate the 
provisions hereof, and the invalidity of any provision hereof in any 
jurisdiction shall not affect the validity or enforceability of any such 
provision in any other jurisdiction.  Any reference herein contained to a 
statute or law of a state in which no part of the Mortgaged Property is 
situated shall be deemed inapplicable to, and not used in, the interpretation 
hereof.

     VII.10  Rights Cumulative.  Each and every right, power and remedy 
herein given to the Trustees or the Bank shall be cumulative and not 
exclusive; and each and every right, power and remedy whether specifically 
herein given or otherwise existing may be exercised from time to time and so 
often and in such order as may be deemed expedient by the Trustees or the 
Bank, as the case may be, and the exercise, or the beginning of the exercise, 
of any such right, power or remedy shall not be deemed a waiver of the right 
to exercise, at the same time or thereafter, any other right, power or remedy. 
No delay or omission by the Trustees or by the Bank in the exercise of any 
right, power or remedy shall impair any such right, power or remedy or operate 
as a waiver thereof or of any other right, power or remedy then or thereafter 
existing.

     VII.11  Waiver by the Trustees.  Any and all covenants in this 
instrument may from time to time by instrument in writing signed by the 
Trustees and the Bank be waived to such extent and in such manner as the 
Trustees and the Bank may desire, but no such waiver shall ever affect or 
impair either the Trustees' or the Bank's rights or liens or security 
interests hereunder, except to the extent specifically stated in such written 
instrument.

     VII.12  Action by Individual Trustee.  Any Trustee from time to time 
serving hereunder shall have the absolute right, acting individually, to take 
any action and to give any consent and to exercise any right, remedy, power, 
privilege or authority conferred upon the Trustees, and any action taken by 
either Trustee from time to time serving hereunder shall be binding upon the 
other Trustee and no person dealing with either Trustee from time to time 
serving hereunder shall be obligated to confirm the power and authority of 
such Trustee to act without the concurrence of the other Trustee.  In this 
instrument, the term "Trustee" shall mean the Trustees hereinabove named, or 
either of them, as the context requires, and any successor Trustee.

     VII.13  Environmental Indemnification.  The Mortgagor will indemnify and 
hold the Bank, its Affiliates and the Trustees harmless from and against and 
reimburse the Bank, its Affiliates and the Trustees with respect to, any and 
all claims, demands, causes of action, losses, damages, liabilities, costs and 
expenses (including reasonable attorney's fees and court costs) of any and 
every kind or character, known or unknown, fixed or contingent, out-of-pocket 
or consequential, asserted against or by the Bank, any of its Affiliates or 
the Trustees at any time and from time to time by reason of or arising out of 
any violation of any Environmental Laws applicable to the Mortgagor and/or the 
Mortgaged Property and any and all matters arising out of any act, omission, 
event or circumstance existing or occurring (including, without limitation, 
the presence on the Mortgaged Property or release from the Mortgaged Property 
of hazardous substances or solid waste disposed of or otherwise released), 
regardless of whether the act, omission, event or circumstance constituted a 
violation of any Environmental Law at the time of its existence or occurrence. 
The terms "hazardous substance" and "release" shall have the meanings 
specified in the Federal Comprehensive Environmental Response, Compensation 
and Liability Act of 1980, as subsequently modified, supplemented or amended 
(herein called "CERCLA"), and for purposes of RCRA (as defined below) 
compliance the terms "solid waste" and "disposed" shall have the meanings 
specified in the Federal Resource Conservation and Recovery Act of 1976, as 
subsequently modified, supplemented or amended (herein called "RCRA"); 
provided, in the event that either CERCLA or RCRA is amended so as to broaden 
the meaning of any term defined thereby, such broader meaning shall apply 
subsequent to the effective date of such amendment and provided further, to 
the extent the laws of any jurisdiction where the Mortgaged Property is 
located on the date hereof or on any subsequent date establish a meaning for 
"hazardous substance," "release," "solid waste," or "disposal" which is 
broader than that specified in either CERCLA or RCRA, such broader meaning 
shall apply.  If and to the extent that the foregoing undertaking may be 
unenforceable for any reason, the Mortgagor hereby agrees to make the maximum 
contribution to the payment and satisfaction of the indemnified claims, 
demands, causes of action, losses, damages, liabilities, costs, expenses and 
fees which is permissible under applicable law.  The obligations of the 
Mortgagor as hereinabove set forth in this Section 7.13 shall survive the 
release, termination, foreclosure or assignment of this instrument or any sale 
hereunder.

     VII.14  No Partnership.  Nothing contained in this instrument is 
intended to, or shall be construed as, creating to any extent and in any 
manner whatsoever, any partnership, joint venture, or association among the 
Mortgagor, the Trustees, the Bank and its Affiliates, or in any way as to make 
the Bank or the Trustees coprincipals with the Mortgagor with reference to the 
Mortgaged Property, and any inferences to the contrary are hereby expressly 
negated.

     VII.15  Successors and Assigns.  This instrument is binding upon the 
Mortgagor, the Mortgagor's successors and assigns, and shall inure to the 
benefit of the Trustees, their successors, and the Bank, its successors and 
assigns, and the provisions hereof shall likewise be covenants running with 
the land.

     VII.16  Article and Section Headings.  The article and section headings 
in this instrument are inserted for convenience of reference and shall not be 
considered a part of this instrument or used in its interpretation.

     VII.17  Execution in Counterparts.  This instrument may be executed in 
any number of counterparts, each of which shall for all purposes be deemed to 
be an original and all of which are identical, except that, to facilitate 
recordation or filing, in any particular counterpart portions of Exhibit A 
hereto which describe properties situated in parishes or counties other than 
the parish or county in which such counterpart is to be recorded or filed may 
have been omitted.

     VII.18  Special Filing as Financing Statement.  This Mortgage and Deed 
of Trust shall likewise be a Security Agreement and a Financing Statement. 
This Mortgage and Deed of Trust shall be filed for record, among other places, 
in the real estate records of each county or parish in which any portion of 
the real property covered by the oil and gas leases described in Exhibit A 
hereto is situated, and, when filed in such counties or parishes shall be 
effective as a financing statement covering fixtures located on oil and gas 
properties, which oil and gas properties (and accounts arising therefrom) are 
to be financed at the wellheads of the wells located on the real property 
described in Exhibit A hereto.  At the option of the Bank, a carbon, 
photographic or other reproduction of this instrument or of any financing 
statement covering the Mortgaged Property or any portion thereof shall be 
sufficient as a financing statement and may be filed as such.

     VII.19  Notices.  Except as otherwise required by Sections 5.2 and 5.12 
hereof, any notice, request, demand or other instrument which may be required 
or permitted to be given or served upon the Mortgagor shall be sufficiently 
given when mailed by first-class mail, addressed to the Mortgagor at the 
address shown below the signatures at the end of this instrument or to such 
different address as the Mortgagor shall have designated by written notice 
received by the Bank or the Trustees.

     VII.20  Waivers.  The parties hereto expressly waive the production of 
Mortgage Certificates and hereby release and hold the Notary Public whose name 
is hereunder signed harmless for and by reason of the nonproduction and 
nonannexation thereof to this instrument.

     VII.21  Reliance.  Notwithstanding any reference herein to the Credit 
Agreement, the Notes or the Hedging Agreement, no party shall have any 
obligation to inquire into the terms or conditions of any such documents and 
all parties shall be fully authorized to rely upon any statement, certificate, 
or affidavit of Bank or any future holder of any portion of the Indebtedness 
as to the occurrence of any event such as the occurrence of any event of 
default.

     VII.22  The Bank as Agent for its Affiliates.  As described above, 
certain Affiliates of the Bank are or may become parties to certain Hedging 
Agreements with the Borrower, the Mortgagor and/or Affiliates of the Borrower 
or the Mortgagor.  This instrument secures the obligations of the Borrower or 
the Mortgagor or such Affiliates, as the case may be, under such Hedging 
Agreements, and the parties acknowledge for all purposes that the Bank acts 
for itself and as agent on behalf of such Affiliates of the Bank which are so 
entitled to share in the rights and benefits accruing to the Bank under this 
instrument in respect of the Mortgaged Property.

     VII.23   Transfer of the Notes without Notarial Act.  The parties hereto 
agree that the Notes may be transferred without the necessity for a notarial 
act of transfer thereof, and that any such transfer shall carry with it into 
the hands of any future holder or holders of the Notes full and entire 
subrogation of title in and to the Notes to any and all rights and privileges 
under this instrument herein granted to the Bank, as holder of the Notes.  
This Mortgage is for the benefit of the Bank for itself and its Affiliates, 
and for such other person or persons as may from time to time become or be the 
holders of any of the Indebtedness, and this Mortgage shall be transferrable 
and negotiable, with the same force and effect and to the same extent as the 
Indebtedness may be transferrable, it being understood that, upon the transfer 
or assignment by the Bank of any of the Indebtedness, the legal holder of such 
Indebtedness shall have all of the rights granted to the Bank under this 
Mortgage.  The Mortgagor specifically agrees that upon any transfer of all or 
any portion of the Indebtedness, this Mortgage shall secure with retroactive 
rank the then existing Indebtedness of the Mortgagor to the transferee and any 
and all Indebtedness to such transferee thereafter arising.

     VII.24  Authentic Evidence.  Any and all declarations of facts made by 
authentic act before a notary public in the presence of two witnesses by a 
person declaring that such facts lie within his knowledge, shall constitute 
authentic evidence of such facts for the purpose of executory process.  The 
Mortgagor specifically agrees that such an affidavit by a representative of 
the Bank as to the existence, amount, terms and maturity of the Indebtedness 
and of a default thereunder shall constitute authentic evidence of such facts 
for the purpose of executory process.  For purposes of executory process, the 
Mortgagor declares that on this 19th day of November, 1998, it has appeared in 
the presence of the undersigned Notary Public and two witnesses and has 
executed this instrument through its General Partner, such general partner 
being represented herein by B. Carl Price its President, duly authorized 
pursuant to Resolutions of the Board of Directors of such general partner, a 
certified copy of which is annexed hereto as Exhibit "B" and the Trustees and 
the Bank declare that on this  19th day of November, 1998, they have appeared 
in the presence of the undersigned Notary Public and two witnesses and have 
executed this instrument.

     IN WITNESS WHEREOF, the Mortgagor has executed or caused to be executed 
this Mortgage, Deed of Trust, Assignment, Security Agreement, Financing 
Statement and Fixture Filing in the presence of the undersigned Notary Public 
and two witnesses on this 18th day of November, 1998.

                                 MORTGAGOR AND DEBTOR

Witnesses to
all signatures:

                                          

                                          

FUTURE ACQUISITION 1995 LTD, 
a Texas limited partnership

By:     Future Petroleum Corporation, a Texas 
corporation, its sole general partner

By:/s/ Carl Price 
Title:  President     
Printed Name: B. Carl Price      

BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP, a 
Texas limited partnership

By:     Future Petroleum Corporation, a Texas 
corporation, its sole general partner

By: /s/ Carl Price       
Title:  President     
Printed Name: B. Carl Price      

NCI-SHAWNEE LIMITED PARTNERSHIP,
a Texas limited partnership

By:     Future Petroleum Corporation, a Texas 
corporation, its sole general partner

By: /s/ Carl Price       
Title:  President     
Printed Name: B. Carl Price      

ATTEST:

/s/ Christie Sirera                 
Secretary
Printed Name: Christie Sirera      

The name and mailing address of the Mortgagor is:

c/o  Future Petroleum Corporation
2351 W.  Northwest Highway
Dallas, TX  75220

Notary Public

IN WITNESS WHEREOF, the Trustees and the Bank have executed or caused to 
be executed this Mortgage, Deed of Trust, Assignment, Security Agreement, 
Financing Statement and Fixture Filing in the presence of the undersigned 
Notary Public and two witnesses on this 18th day of November, 1998.

Witnesses to
all signatures:

                                          

                                          

                            SECURED PARTIES

     
Richard A. Bernardy, Trustee

     
John H. Homier, Trustee

BANK OF AMERICA NATIONAL TRUST AND SAVINGS 
ASSOCIATION

By: /s/ Richard Bernardy      
Vice President
Printed Name: Richard Bernardy

ATTEST:

/s/ John H. Homier
Banking Officer/Clerk
Printed Name John H. Homier     

The names and mailing addresses
of the Secured Parties are:

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION

Richard H. Bernardy, Trustee and John H. Homier Trustee

231 South LaSalle Street
Chicago, Cook County, Illinois  60697
Attention:  Energy and Minerals Department
                Oil and Gas Group

Notary Public

This Instrument Was Prepared By:

Kevin L. Shaw, Esq.
Mayer, Brown & Platt
350 South Grand Avenue
Los Angeles, CA  90071

STATE OF TEXAS     )
                   )  SS.
COUNTY OF HARRIS   )

BE IT REMEMBERED that I, TERESA H.  CATO, a Notary Public duly 
qualified, commissioned, sworn and acting in and for the County and State 
aforesaid, hereby certify that, on this 19th day of November, 1998, there 
appeared before me severally each of the following persons, each being either 
a Trustee or else the designated officer of the corporation or association set 
opposite his name, and each such Trustee, corporation and association being a 
party to the foregoing instrument:

Carl Price, the President and Secretary of Future Petroleum Corporation, 
a Texas corporation, the sole general partner of (1) Future Acquisition 1995, 
Ltd., a Texas limited partnership (2) BMC Development No. 1 Limited 
Partnership, a Texas limited partnership and (3) NCI-Shawnee Limited 
Partnership, a Texas limited partnership, whose address is 2351 West Northwest 
Highway, Suite 2130, Dallas, Texas 75220;

Richard H. Bernardy, Vice President of Bank of America National Trust 
and Savings Association, a national banking association, whose address is 
231 South LaSalle Street, Chicago, Illinois 60697; and

Richard H. Bernardy and John H. Homier whose addresses are 231 South 
LaSalle Street, Chicago, Illinois 60697, as Trustees.

ILLINOIS     The foregoing instrument was acknowledged before me this day by 
said persons as the designated officers of the corporation 
or association set opposite their names (or as Trustees, as 
the case may be) on behalf of said corporation or 
association (or themselves, as Trustees).

NEW MEXICO     The foregoing instrument was acknowledged before me this day by 
each such person as the designated officers of the 
corporation or association set opposite their names (or as 
Trustees, as the case may be) on behalf of said corporation 
or association, or himself as a Trustee, as the case may be.

OKLAHOMA     Before me on this day personally appeared the aforementioned 
persons, to me known to be the identical persons who 
subscribed the names of the respective makers thereof to the 
foregoing instrument in the capacities set forth opposite 
the names of such persons above, and each such person 
acknowledged to me that he executed the same as his free and 
voluntary act and deed and as the free and voluntary act and 
deed of the corporation or association set opposite his name 
(or of himself as Trustee, as the case may be) for the uses 
and purposes therein set forth.

TEXAS   This instrument was acknowledged before me on this day by each such 
person as the designated officer of the corporation or 
association set opposite his name (or a Trustee, as the case 
may be), on behalf of said corporation or association set 
opposite his name (or of himself as Trustee, as the case may 
be).

MISSISSIPPI     Before me on this day personally appeared the aforementioned 
persons, whose names are signed to the foregoing conveyance 
in the capacities set forth opposite the names of such 
persons above, and who are known to me, acknowledged before 
me on this day that, being informed of the contents of the 
conveyance, they, as such officers or Trustees with full 
authority, executed the same voluntarily for and as the act 
of said association or said Trustees, as the case may be.

    Witness my hand and official seal.

     
      Notary Public
      Residing at:     700 Louisiana, Suite 
                       3600
                       Houston, Texas  77002

My commission expires:

     EXHIBIT A To Mortgage, Deed of Trust, Assignment,
     Security Agreement, Financing Statement and Fixture Filing, dated
     November 18, 1998 from FUTURE ACQUISITION 1995 LTD.,
     BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP, and
     NCI-SHAWNEE LIMITED PARTNERSHIP
     to Richard A. Bernardy and John H. Homier
     and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION

     List of Properties

1.     Depth limitations, unit designations, unit tract descriptions and 
descriptions (including percentages, decimals or fractions) of undivided 
leasehold interests, well names, "Operating Interests", "Working Interests" 
and "Net Revenue Interests" contained in this Exhibit A and the listing of any 
percentage, decimal or fractional interest in this Exhibit A shall not be 
deemed to limit or otherwise diminish the interests being subjected to the 
lien, security interest and encumbrance of this instrument.

2.     Some of the land descriptions in this Exhibit A may refer only to 
a portion of the land covered by a particular lease.  This instrument is not 
limited to the land described in Exhibit A but is intended to cover the entire 
interest of the Mortgagor in any lease described in Exhibit A even if such 
interest relates to land not described in Exhibit A.  Reference is made to the 
land descriptions contained in the documents of title recorded as described in 
this Exhibit A.  To the extent that the land descriptions in this Exhibit A 
are incomplete, incorrect or not legally sufficient, the land descriptions 
contained in the documents so recorded are incorporated herein by this 
reference.

3.     References in Exhibit A to instruments on file in the public 
records are made for all purposes.  Unless provided otherwise, all recording 
references in Exhibit A are to the official real property records of the 
county or counties (or parish or parishes) in which the mortgaged property is 
located and in which records such documents are or in the past have been 
customarily recorded, whether Deed Records, Oil and Gas Records, Oil and Gas 
Lease Records or other records.

4.     A statement herein that a certain interest described herein is 
subject to the terms of certain described or referred to agreements, 
instruments or other matters shall not operate to subject such interest to any 
such agreement, instrument or other matter except to the extent that such 
agreement, instrument or matter is otherwise valid and presently subsisting 
nor shall such statement be deemed to constitute a recognition by the parties 
hereto that any such agreement, instrument or other matter is valid and 
presently subsisting.

     [ADD PROPERTY DESCRIPTIONS]

     EXHIBIT B To Mortgage, Deed of Trust, Assignment,
     Security Agreement, Financing Statement and Fixture Filing, dated
     November 18, 1998 from FUTURE ACQUISITION 1995 LTD.,
     BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP, and
     NCI-SHAWNEE LIMITED PARTNERSHIP
     to Richard A. Bernardy and John H. Homier
     and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION

     Notary's Certificate

The undersigned Notary Public hereby certifies that attached hereto are 
certified copies of Resolutions produced by the Mortgagor and attached by me 
to this Mortgage, Deed of Trust, Security Agreement, Financing Statement and 
Fixture Filing.

                                    
NOTARY PUBLIC

     [Certified Resolutions of the general partner of the Mortgagor]
     [Louisiana requirement only]

 

                                     AMENDMENT TO
                          MORTGAGE, DEED OF TRUST, ASSIGNMENT,
               SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING

                                        FROM

                            FUTURE ACQUISITION 1995, LTD.,
                           (Taxpayer I.D. No. 75-2630182)
                  BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP AND
                           (Taxpayer I.D. No. 75-2648720)
                          NCI-SHAWNEE LIMITED PARTNERSHIP
                           (Taxpayer I.D. No. 75-2563029)

                                         TO

                              JOHN H. HOMIER, Trustee

                                        AND

                            RICHARD A. BERNARDY, Trustee

                                        AND

                                   BANK OF AMERICA
                        NATIONAL TRUST AND SAVINGS ASSOCIATION
                            (Taxpayer I.D. No. 94-1687665)
                      for itself and as Agent for its Affiliates
                                                                              
                                  

                          Dated as of November 18, 1998
 
"THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS."

"THIS INSTRUMENT SECURES PAYMENT OF FUTURE ADVANCES."

"THE OIL AND GAS INTERESTS INCLUDED IN THE MORTGAGED PROPERTY WILL BE FINANCED 
AT THE WELLHEADS OF THE WELLS LOCATED ON THE PROPERTIES DESCRIBED IN EXHIBIT 
AA HERETO, AND THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER 
PLACES, IN THE REAL ESTATE RECORDS OF THE COUNTY RECORDERS OF KERN COUNTY, 
CALIFORNIA, AND IN LEA COUNTY, NEW MEXICO, AND IN MIDLAND, HUTCHINSON, 
LUBBOCK, CARSON, GRAY, MOORE, JASPER, SAN PATRICIO, WHARTON, CRANE, HARRIS, 
MONTGOMERY, DAWSON AND WICHITA COUNTIES, TEXAS AND IN MARSHALL, GRANT AND 
POTTOWATAMIE COUNTIES, OKLAHOMA."

"THE MORTGAGOR HAS AN INTEREST OF RECORD IN THE REAL ESTATE CONCERNED, WHICH 
IS DESCRIBED IN EXHIBIT AA HERETO."

"SOME OF THE PERSONAL PROPERTY CONSTITUTING A PORTION OF THE MORTGAGED 
PROPERTY IS OR IS TO BE AFFIXED TO THE PROPERTIES DESCRIBED IN EXHIBIT AA 
HERETO, AND THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER 
PLACES, IN THE REAL ESTATE RECORDS."

"A POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT.  A POWER OF SALE MAY 
ALLOW THE MORTGAGEE TO TAKE THE  MORTGAGED PROPERTY AND SELL IT WITHOUT GOING 
TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE MORTGAGOR UNDER THIS 
INSTRUMENT."

"THE SECURED PARTIES ARE NOT A SELLER OR PURCHASE MONEY LENDER OF THE 
COLLATERAL."

THIS INSTRUMENT WAS PREPARED BY AND
WHEN RECORDED AND/OR
FILED RETURN TO:

Kevin L. Shaw, Esq.
Mayer, Brown & Platt
350 South Grand Avenue
Suite 2500
Los Angeles, CA  90071

                                 AMENDMENT TO MORTGAGE,
                      DEED OF TRUST, ASSIGNMENT, SECURITY AGREEMENT,
                         FINANCING STATEMENT AND FIXTURE FILING

     THIS AMENDMENT TO MORTGAGE, DEED OF TRUST, ASSIGNMENT, SECURITY 
AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING, dated as of November 18, 
1998 (herein called this "Amendment"), is from FUTURE ACQUISITION 1995, LTD., 
a Texas limited partnership, BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP, a 
Texas limited partnership and NCI-SHAWNEE LIMITED PARTNERSHIP, a Texas limited 
partnership (herein collectively called the "Mortgagor"), to John H. Homier 
and Richard A. Bernardy of Chicago, Illinois, as Trustees (hereinafter 
defined), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION having 
offices at 231 South LaSalle Street, Chicago, Illinois 60697 (herein called 
the "Bank"),

                                W I T N E S E T H:

     WHEREAS, the Mortgagor has heretofore executed and delivered to the 
Bank, for itself and as agent for its Affiliates (as such term is defined in 
the Credit Agreement referred to below) and John H. Homier and Richard A. 
Bernardy, as trustees for the Bank (each person acting in such capacity being 
herein sometimes individually called a "Trustee" and collectively called the 
"Trustees"), that certain Mortgage, Deed of Trust, Assignment, Security 
Agreement and Financing Statement, dated as of August 14, 1998 (herein called 
the "Mortgage"), to secure payment of indebtedness owed or to be owing to the 
Bank pursuant to the terms of a certain Credit Agreement dated as of August 
14, 1998 (as the same has been or may have been amended or modified, herein 
called the "Existing Credit Agreement"), between FUTURE PETROLEUM CORPORATION, 
a Utah corporation ("Borrower") and the Bank, including, without limitation, 
indebtedness evidenced by that certain Secured Promissory Note of the 
Borrowers, dated August 14, 1998, in the original principal amount of 
$20,000,000, payable to the Bank or its order on or before August 14, 2003, 
bearing interest at the rates provided for therein, and containing provisions 
for payment of attorneys' fees and acceleration of maturity in the event of 
default, as therein set forth (herein called the "Prior Note");

     WHEREAS, pursuant to the terms of a certain Amendment No. 1 to Credit 
Agreement, dated as of November 16, 1998 (herein called the "First Amendment"; 
the Existing Credit Agreement, as amended by the First Amendment, being herein 
called the "Credit Agreement"), between the Mortgagor and the Bank, the 
Mortgagor has executed and delivered to the Bank its new promissory note, 
dated November 18, 1998, in the original principal amount of $27,500,000, 
payable to the Bank or its order on or before August 14, 2003, bearing 
interest at the rates provided for therein, and containing provisions for 
payment of attorneys' fees and acceleration of maturity in the event of 
default, as therein set forth (herein, together with any extensions or 
renewals thereof or replacements or substitutions therefor, called the "New 
Note"), said New Note evidencing (i) to the extent of $20,000,000, a renewal 
of the principal amount of the Prior Note, and (ii) to the extent of the 
balance thereof, additional loans to be made by the Bank to the Mortgagor 
pursuant to the terms of the Credit Agreement;

     WHEREAS, the Mortgage has been filed and recorded as set forth in 
Schedule I hereto, among other places;

     WHEREAS, the Mortgagor desires to amend the Mortgage so as, among other 
things, to include the Indebtedness (as defined in the Mortgage and used 
herein with the meaning assigned to such term therein) the New Note and all 
other obligations and liabilities of Mortgagor under the Credit Agreement;

     NOW, THEREFORE, in consideration of the premises and of the debts and 
trusts mentioned above and the agreements herein contained and other good and 
valuable considerations, the parties hereto agree as follows:

     1.      REAFFIRMANCE OF THE MORTGAGE.  To secure the Indebtedness, the 
Mortgagor has granted, bargained, sold, warranted, mortgaged, assigned, 
transferred and conveyed, and by these presents does grant, bargain, 
sell, warrant, mortgage, assign, transfer and convey unto the Trustees, 
in trust, with power of sale, for the use and benefit of the Agent, for 
itself and as agent for the Lenders and for its Affiliates, all of the 
Mortgagor's right, title and interest, whether now owned or hereafter 
acquired, in and to the Mortgaged Property (as defined in the Mortgage 
and used herein with the meaning assigned to such term therein).

     TO HAVE AND TO HOLD the Mortgaged Property, together with the rights, 
privileges and appurtenances now or hereafter at any time before the release 
hereof in anywise belonging or appertaining thereto, unto the Trustees forever 
to secure the payment of the Indebtedness and the performance of the 
obligations of the Mortgagor contained herein and in the Mortgage.

     2.      INCLUSION IN THE INDEBTEDNESS OF THE NEW NOTE AND OTHER 
OBLIGATIONS.  The New Note and all obligations and liabilities of the 
Mortgagor under the Credit Agreement are hereby made a part of the 
Indebtedness, and the term Indebtedness shall, when used herein or in 
the Mortgage, be deemed to include the New Note and all obligations and 
liabilities of the Mortgagor under the Credit Agreement.  Each reference 
in the Mortgage to a Note or the Notes shall be deemed to include 
reference to the New Note.

     3.      WARRANTIES, COVENANTS AND AGREEMENTS.  The representations, 
warranties, covenants and agreements contained in the Mortgage are 
hereby remade by the Mortgagor and (together with the remedies contained 
in the Mortgage) are in full force and effect as of the date hereof.

     4.      MISCELLANEOUS PROVISIONS.

     1.      This Amendment shall be considered as an amendment to the 
     Mortgage and, except as herein expressly amended, the Mortgage is 
     hereby ratified, approved and confirmed in every respect.  All 
     references to the Mortgage in any other document shall hereafter 
     be deemed to refer to the Mortgage as amended and supplemented 
     hereby.

     2.      This Amendment may be executed in any number of counterparts, 
     each of which shall be deemed an original and all of which are 
     identical, except that (i) in certain counterparts, portions of 
     Exhibit AA hereto, containing specific descriptions of property 
     situated in jurisdictions other than the jurisdiction in which the 
     particular counterpart is to be filed or recorded, may have been 
     omitted, and (ii) in the case of certain counterparts to be 
     recorded and filed in jurisdictions where the Mortgage has not 
     been recorded and filed, in order to place on record the Mortgage, 
     there are attached to such counterparts conformed copies of the 
     Mortgage, the contents of which by this reference are hereby 
     adopted, assumed, ratified, approved and confirmed in each and 
     every respect by the Mortgagor.

     3.      The Mortgagor hereby represents and warrants to the Trustees 
     and the Bank as follows:

     1.      Each entity comprising the Mortgagor is a limited 
     partnership, duly organized, validly existing and in good 
     standing under the laws of the State of Texas;

     2.      The execution and delivery of this Amendment, the New 
     Note and the Credit Agreement and the performance by the 
     Mortgagor of its obligations hereunder, are within the 
     Mortgagor's partnership powers, have been duly authorized by 
     all necessary partnership action, have received all 
     necessary governmental approval (if any shall be required), 
     and do not and will not contravene or conflict with any 
     provision of law or of the partnership agreement of the 
     Mortgagor or of any agreement binding upon the Mortgagor; 
     and

     3.      This Amendment, the New Note and the Credit Agreement 
     is the legal, valid and binding obligation of the Mortgagor, 
     enforceable in accordance with their respective terms.
 
     4.      This Amendment is, and the New Note and the Credit 
     Agreement when duly executed and delivered will be, the 
     legal, valid and binding obligations of the Mortgagor, 
     enforceable in accordance with their respective terms.
 
     5.      The indebtedness evidenced by the Prior Note is a 
     continuing indebtedness and nothing contained herein or in 
     any other document shall be construed to deem paid the Prior 
     Note, or as a novation of the Prior Note or the Mortgage, or 
     to release or terminate any lien or security interest which 
     secures payment of the Prior Note, and all liens and 
     security interests which secure payment of the Prior Note 
     (including, without limitation, those created by the 
     Mortgage) shall continue in full force and effect, 
     unimpaired from the date(s) of their creation and 
     perfection.

     4.      Section headings in this Amendment, the New Note and the 
Credit Agreement are inserted for convenience of reference and 
shall not be considered a part of this Amendment, the New Note and 
the Credit Agreement or used in its interpretation.

     5.      At the option of the Bank, this Amendment, the New Note and 
the Credit Agreement, or a carbon, photographic or other 
reproduction of this Amendment, the New Note and the Credit 
Agreement or of any Uniform Commercial Code financing statement 
covering the Mortgaged Property or any portion thereof shall be 
sufficient as a Uniform Commercial Code financing statement and 
may be filed as such.

     IN WITNESS WHEREOF, the parties hereto have executed or caused to be 
executed this Amendment on the day, month and year first above written.

                              MORTGAGOR AND DEBTOR

FUTURE ACQUISITION 1995, LTD., a Texas 
limited partnership

By:     Future Petroleum Corporation, a 
Texas corporation, its sole general 
partner
ATTEST:

By  /s/ Christie Sirera
Secretary       Title                                                  
Printed Name Christie Sirera 
                

BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP, 
a Texas limited partnership

By:     Future Petroleum Corporation, a 
Texas corporation, its sole general 
partner
ATTEST:

By  /s/ Christie Sirera                          
Secretary       Title                                                  
Printed Name Christie Sirera
                

NCI-SHAWNEE LIMITED PARTNERSHIP, a Texas 
limited partnership

By:     Future Petroleum Corporation, a 
Texas corporation, its sole general 
partner
ATTEST:

By  /s/ Christie Sirera                            
Secretary       Title                                                  
Printed Name Christie Sirera
                

The name and mailing address of the Mortgagor is:

2351 West Northwest Highway
Suite 2130
Dallas, TX  75220

     SECURED PARTIES

                              
                              
John H. Homier, Trustee

                                          
                 
Richard A. Bernardy, Trustee

BANK OF AMERICA NATIONAL TRUST AND SAVINGS 
ASSOCIATION, for itself and as agent for 
its Affiliates

By   /s/ Richard A. Bernardy                            
Vice President
Printed Name Richard A. Bernardy                           
          
ATTEST:

                                                 
Banking Officer/Clerk
Printed Name                               

WITNESSES TO ALL SIGNATURES:

The names and mailing addresses of the Secured Parties are:

BANK OF AMERICA NATIONAL TRUST 
AND SAVINGS ASSOCIATION
John H. Homier, Trustee and Richard A. Bernardy, Trustee

231 South LaSalle Street
Chicago, Cook County, Illinois  60697
Attention:  Energy and Minerals Department
            Oil and Gas Group

This Instrument Was Prepared By:

Kevin L. Shaw, Esq. 
Mayer, Brown & Platt
350 South Grand Avenue
Suite 2500
Los Angeles, CA  90071

STATE OF TEXAS          )
                        )  SS.
COUNTY OF HARRIS        )

BE IT REMEMBERED that I, TERESA H. CATO, a Notary 
Public duly qualified, commissioned, sworn and acting in and 
for the County and State aforesaid, hereby certify that, on 
this         day of November, 1998, there appeared before me 
severally each of the following persons, each being either a 
Trustee or else the designated officer of the association 
set opposite his name, and each such Trustee and association 
being a party to the foregoing instrument:

John H. Homier, Vice President, and Richard A. 
Bernardy, Banking Officer/Clerk, of Bank of America National 
Trust and Savings Association, a national banking 
association, whose address is 231 South LaSalle Street, 
Chicago, Illinois 60697; and

John H. Homier and Richard A. Bernardy, whose 
addresses are 231 South LaSalle Street, Chicago, Illinois 
60697, as Trustees.

TEXAS and
OKLAHOMA          This instrument was acknowledged before me on this day by 
each such person as the designated officer of the 
association set opposite his name (or a Trustee, as the case 
may be), on behalf of said association set opposite his name 
(or of himself as Trustee, as the case may be).

Witness my hand and official seal.

                                          
              
          Notary Public
Residing at:     700 Louisiana, Suite 3600
                  Houston, Texas  77002

My commission expires:

STATE OF TEXAS       )
                     )  SS.
COUNTY OF HARRIS     )

BE IT REMEMBERED that I, TERESA H.  CATO, a Notary 
Public duly qualified, commissioned, sworn and acting in and 
for the County and State aforesaid, hereby certify that, on 
this 19th day of November, 1998, there appeared before me 
severally each of the following persons, each being the 
designated officer of the corporation set opposite his name 
and such corporation being a party to the foregoing 
instrument:

B. Carl Price, the President and Secretary of Future 
Petroleum Corporation, a Texas corporation, the sole general 
partner of each of (1) Future Acquisition 1995, Ltd., a 
Texas limited partnership, (2) BMC Development No. 1 Limited 
Partnership, a Texas limited partnership, and (3) NCI-
Shawnee Limited Partnership, a Texas limited partnership, 
whose address is c/o Future Petroleum Corporation, 2351 West 
Northwest Highway, Suite 2130, Dallas, Texas 75220.

TEXAS and
OKLAHOMA          This instrument was acknowledged before me on this day by 
each such person as the designated officer of the 
corporation set opposite his name on behalf of said corpora-
tion.

Witness my hand and official seal.

                                          
                
        Notary Public

Residing at:     700 Louisiana, Suite 3600
                 Houston, Texas  77002

My commission expires:

                                    Schedule I

A.     Mortgage, Deed of Trust, Assignment, Security Agreement and Financing 
Statement, dated as of August 14, 1998, from Mortgagor to the Bank was 
recorded and filed as follows:

JURISDICTION                        FILE NO.                      DATE

Lea County, New Mexico        Book 901, Page 276            August 24, 1998

Gray County, Texas            Volume 734, Page 398          August 24, 1998

Wichita County, Texas         Volume 2030, Page 280         August 24, 1998

Pottawatomie County, 
Oklahoma                      Book 2835, Page 232           August 24, 1998

Carson County, Texas          Volume 289, Page 756          August 24, 1998

Midland County, Texas         Volume 1593, Page 430         August 24, 1998

Hutchinson County, Texas      Volume 902, Page 263          August 24, 1998

Grant County, Oklahoma        Book 515, Page 699            August 24, 1998

Marshall County, New Mexico   Book 673, Page 659            August 24, 1998

Lubbock County, Texas         Volume 5965, Page 10          August 24, 1998

Moore County, Texas           Volume 499, Page 636          August 24, 1998

                        EXHIBIT AA To Amendment to Mortgage,
                  Deed of Trust, Assignment, Security Agreement,
                  Financing Statement and Fixture Filing, dated
                              as of November 18, 1998,
                        from Future Acquisition 1995, Ltd.,
                  BMC Development No. 1 Limited Partnership
                      and NCI Shawnee Limited Partnership
                  to John H. Homier and Richard A. Bernardy
             and Bank of America National Trust and Savings Association

     List of Properties

     1.  Depth limitations, unit designations, unit tract descriptions and 
descriptions of undivided leasehold interests, well names, "Operating 
Interests", "Working Interests" and "Net Revenue Interests" contained in this 
Exhibit AA and the listing of any percentage, decimal or fractional interest 
in this Exhibit AA shall not be deemed to limit or otherwise diminish the 
interests being subjected to the lien, security interest and encumbrance of 
this instrument.

     2.  Some of the land descriptions in this Exhibit AA may refer only to a 
portion of the land covered by a particular lease.  This instrument is not 
limited to the land described in Exhibit AA but is intended to cover the 
entire interest of the Mortgagor in any lease described in Exhibit AA even if 
such interest relates to land not described in Exhibit AA.  Reference is made 
to the land descriptions contained in the documents of title recorded as 
described in this Exhibit AA.  To the extent that the land descriptions in 
this Exhibit AA are incomplete, incorrect or not legally sufficient, the land 
descriptions contained in the documents so recorded are incorporated herein by 
this reference.

     3.  References in Exhibit AA to instruments on file in the public records 
are made for all purposes.  Unless provided otherwise, all recording references 
in Exhibit AA are to the official real property records of the county or 
counties (or parish or parishes) in which the mortgaged property is located and 
in which records such documents are or in the past have been customarily 
recorded, whether Deed Records, Oil and Gas Records, Oil and Gas Lease Records 
or other records.

     4.  A statement herein that a certain interest described herein is subject 
to the terms of certain described or referred to agreements, instruments or 
other matters shall not operate to subject such interest to any such agreement, 
instrument or other matter except to the extent that such agreement, 
instrument or matter is otherwise valid and presently subsisting nor shall 
such statement be deemed to constitute a recognition by the parties  hereto 
that any such agreement, instrument or other matter is valid and presently 
subsisting.

                                     Exhibit F to
                                  Amendment No. 1 to
                                   Credit Agreement

     Forms of Opinion
[Please contact the Company for copies]

                                      Exhibit G to
                                   Amendment No. 1 to
                                    Credit Agreement

     Form of Title Counsel Opinion
[Please contact the Company for copies]

                                      EXHIBIT 10.03

AMENDED AND RESTATED
                            SECURED PROMISSORY NOTE

$27,500,000.00                                                 November 18, 1998

     FOR VALUE RECEIVED, the undersigned, FUTURE PETROLEUM CORPORATION, a Utah 
corporation (the "Borrower"), promises to pay to the order of BANK OF AMERICA 
NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association (the 
"Lender") on August 14, 2003, the principal sum of TWENTY-SEVEN MILLION, FIVE 
HUNDRED THOUSAND DOLLARS ($27,500,000.00) or, if less, the aggregate unpaid 
principal amount of all Loans shown on the schedule attached hereto (and any 
continuation thereof) made by the Lender pursuant to that certain Credit 
Agreement, dated as of August 14, 1998, as amended by that certain Amendment No.
1 to Credit Agreement dated as of November 16, 1998 (together with all 
amendments and other modifications, if any, from time to time thereafter 
made thereto, the "Credit Agreement"), among the Borrower and the Lender.

     The Borrower also promises to pay interest on the unpaid principal amount
hereof from time to time outstanding from the date hereof until maturity 
(whether by acceleration or otherwise) and, after maturity, until paid, at the 
rates per annum and on the dates specified in the Credit Agreement.

     Payments of both principal and interest are to be made in lawful money of 
the United States of America in same day or immediately available funds to the 
account designated by the Lender pursuant to the Credit Agreement.

     This Note amends and restates in their entirety those notes previously made
and given by the Borrower to the Lender as more particularly described in the 
Credit Agreement.

    This Note is one of the Notes referred to in, and evidences Indebtedness 
incurred under, the Credit Agreement, to which reference is made for a 
description of the security for this Note and for a statement of 
the terms and conditions on which the Borrower is permitted and required to make
prepayments and repayments of principal of the Indebtedness evidenced by this 
Note and on which such Indebtedness may be declared to be immediately due and 
payable.  Unless otherwise defined, terms used herein have the meanings provided
in the Credit Agreement.

    All parties hereto, whether as makers, endorsers, or otherwise, severally 
waive presentment for payment, demand, protest and notice of dishonor.

THIS NOTE HAS BEEN DELIVERED IN CHICAGO, ILLINOIS AND SHALL BE DEEMED TO BE A 
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

FUTURE PETROLEUM CORPORATION, a Utah corporation

By:     /s/ Carl Price
Name:      Carl Price
Title:      President

                        LOANS AND PRINCIPAL PAYMENTS

                                 EXHIBIT 10.04

FIRST AMENDMENT TO PLEDGE AGREEMENT

     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Future Petroleum 
Corporation, a Utah corporation ("Pledgor"), and Bank of America National 
Trust and Savings Association, a national banking association (the "Lender"),

                                 W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page
of this First Amendment may be detached from any identical counterpart of
this First Amendment having attached to it one or more additional signature
pages.

    6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

    7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

    8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

    IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.

FUTURE PETROLEUM CORPORATION,
a Utah corporation

By:   /s/ Carl Price  
Name: B. Carl Price    
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:  /s/ Richard A. Bernardy   
Name:  Richard A. Bernardy   
Title:  Vice President   

                     FIRST AMENDMENT TO PLEDGE AGREEMENT

     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Future CAL-TEX Corporation, 
a Texas corporation ("Pledgor"), and Bank of America National Trust and 
Savings Association, a national banking association (the "Lender"),

                        W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.

FUTURE CAL-TEX CORPORATION,
a Texas corporation

By: /s/ Carl Price    
Name: B. Carl Price    
Title:  President     

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:  /s/ Richard A. Bernardy     
Name:  Richard A. Bernardy     
Title:  Vice President   

                        FIRST AMENDMENT TO PLEDGE AGREEMENT

     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Future Petroleum 
Corporation, a Texas corporation ("Pledgor"), and Bank of America National 
Trust and Savings Association, a national banking association (the "Lender"),

                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.

FUTURE PETROLEUM CORPORATION,
a Texas corporation

By:  /s/ Carl Price   
Name: B. Carl Price    
Title:   President  

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy    
Title:  Vice President   

                        FIRST AMENDMENT TO PLEDGE AGREEMENT

     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Future Energy Corporation, 
a Nevada corporation ("Pledgor"), and Bank of America National Trust and 
Savings Association, a national banking association (the "Lender"),

                               W I T N E S S E T H:
 
     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.

FUTURE ENERGY CORPORATION,
a Nevada corporation

By: /s/ Carl Price    
Name: B. Carl Price    
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:  /s/ Richard A. Bernardy   
Name: Richard A. Bernardy    
Title:  Vice President    

                           FIRST AMENDMENT TO PLEDGE AGREEMENT

     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Future Acquisition 1995 
Ltd., a Texas limited partnership ("Pledgor"), and Bank of America National 
Trust and Savings Association, a national banking association (the "Lender"),

                                 W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.

FUTURE ACQUISITION 1995 LTD.,
a Texas limited partnership

By:  /s/ Carl Price   
Name: B. Carl Price    
Title:  President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By: /s/ Richard A. Bernardy    
Name:  Richard A. Bernardy   
Title:  Vice President   

                          FIRST AMENDMENT TO PLEDGE AGREEMENT

     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among BMC Development No. 1 
Limited Partnership, a Texas limited partnership ("Pledgor"), and Bank of 
America National Trust and Savings Association, a national banking association 
(the "Lender"),

                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.

BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP,
a Texas limited partnership

By:  /s/ Carl Price   
Name: B. Carl Price    
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy  
Title:  Vice President    

                          FIRST AMENDMENT TO PLEDGE AGREEMENT

     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among NCI Shawnee L.P., a Texas 
limited partnership ("Pledgor"), and Bank of America National Trust and 
Savings Association, a national banking association (the "Lender"),

                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

    2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

    3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

    4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

    4.1     Pledgor has full power and authority to execute, deliver and 
    perform its obligations under this First Amendment and all other 
    Loan Documents delivered to the Lender in connection herewith, and 
    this First Amendment and all such Loan Documents are the legally 
    valid and binding obligations of Pledgor, enforceable against 
    Pledgor in accordance with their respective terms;

    4.2     The representations and warranties made and given by Pledgor in 
    the Pledge Agreement and the other Loan Documents are true and 
    correct as of the date hereof and Pledgor has performed each of 
    the covenants and agreements in the Pledge Agreement and the other 
    Loan Documents required to be performed by Pledgor as of the date 
    hereof; and

    4.3     To Pledgor's best knowledge, there is no Default or Event of 
    Default by Borrower or any other Obligor under the Credit 
    Agreement, the Credit Agreement or any other Loan Document and no 
    event exists which, with the giving of notice or the passage of 
    time or both, would give rise to a Default or Event of Default by 
    Borrower or any other Obligor under the Credit Agreement or any 
    Loan Document.

    5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

    6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

    7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

    8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

    IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.

NCI SHAWNEE L.P.,
a Texas limited partnership

By:   /s/ Carl Price  
Name: B. Carl Price    
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By: /s/ Richard A. Bernardy    
Name:  Richard A. Bernardy   
Title:  Vice President    

                          FIRST AMENDMENT TO PLEDGE AGREEMENT

     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among EnCap Equity 1994 Limited 
Partnership, a Texas limited partnership ("Pledgor"), and Bank of America 
National Trust and Savings Association, a national banking association (the 
"Lender"),

                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.

ENCAP EQUITY 1994 LIMITED PARTNERSHIP,
a Texas limited partnership

By:     
Name:     
Title:     

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:   /s/ Richard A. Bernardy  
Name: Richard A. Bernardy    
Title:  Vice President   

                          FIRST AMENDMENT TO PLEDGE AGREEMENT

     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Energy Capital Investment 
Company PLC, an English investment company ("Pledgor"), and Bank of America 
National Trust and Savings Association, a national banking association (the 
"Lender"),

                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;
 
     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.

ENERGY CAPITAL INVESTMENT COMPANY PLC,
an English investment company

By:     
Name:     
Title:     

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:   /s/ Richard A. Bernardy  
Name:  Richard A. Bernardy   
Title:  Vice President    

                        FIRST AMENDMENT TO PLEDGE AGREEMENT

     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Bargo Energy Resources, 
Ltd., a Texas limited partnership ("Pledgor"), and Bank of America National 
Trust and Savings Association, a national banking association (the "Lender"),

                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.

BARGO ENERGY RESOURCES, LTD. ,
a Texas limited partnership

By:   /s/ Tim J. Goff  
Name: Tim J. Goff    
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:   /s/ Richard A. Bernardy 
Name:  Richard A. Bernardy    
Title: Vice President    

FIRST AMENDMENT TO PLEDGE AGREEMENT

     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among B. Carl Price,  
("Pledgor"), and Bank of America National Trust and Savings Association, a 
national banking association (the "Lender"),

   
                         W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 18, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.

By: /s/ Carl Price     
Name: B. CARL PRICE

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By: /s/ Richard A. Bernardy
Name: Richard A. Bernardy    
Title: Vice President    

                        FIRST AMENDMENT TO PLEDGE AGREEMENT

     This FIRST AMENDMENT TO PLEDGE AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and among Don Reynolds,  ("Pledgor"), 
and Bank of America National Trust and Savings Association, a national banking 
association (the "Lender"),

                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between 
FUTURE PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, 
as the lender, the Lender has extended Commitments to make Loans to the 
Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit 
Agreement; and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the 
obligations of the Lender or such Affiliate of the Lender under the Hedging 
Agreements referred to above, Pledgor, as of August 14, 1998, executed and 
delivered a Pledge Agreement (the "Pledge Agreement") whereunder Pledgor 
granted to the Lender a continuing first priority interest in the Collateral. 
Unless otherwise defined herein or the context otherwise requires, terms used 
in this First Amendment, including its preamble and recitals, have the 
meanings provided in the Pledge Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 18, 1998 ("Amendment No. 1"; 
the Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000; 

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Pledgor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

     1.     Obligations.  Pledgor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment 
No. 1, shall be considered as Secured Obligations under the Pledge Agreement 
and (ii) the Pledge Agreement secures all Obligations under the Credit 
Agreement.  

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Pledge Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Pledge Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Pledge Agreement, as amended hereby.

     4.     Representations and Warranties.  Pledgor hereby represents and 
warrants as follows:

     4.1     Pledgor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Pledgor, enforceable against 
     Pledgor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Pledgor in 
     the Pledge Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Pledgor has performed each of 
     the covenants and agreements in the Pledge Agreement and the other 
     Loan Documents required to be performed by Pledgor as of the date 
     hereof; and

     4.3     To Pledgor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit 
     Agreement, the Credit Agreement or any other Loan Document and no 
     event exists which, with the giving of notice or the passage of 
     time or both, would give rise to a Default or Event of Default by 
     Borrower or any other Obligor under the Credit Agreement or any 
     Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this First Amendment may be detached from any identical counterpart of this 
First Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any 
way affect the meaning or construction of any provision of this First 
Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment 
as of the date first set forth above.

By: /s/ Don Wm. Reynolds    
Name: DON REYNOLDS

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By: /s/ Richard A. Bernardy     
Name: Richard A. Bernardy    
Title: Vice President 

                                 EXHIBIT 10.05

FIRST AMENDMENT TO SECURITY AGREEMENT

     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between Future Petroleum 
Corporation, a Utah corporation ("Grantor") and Bank of America National Trust 
and Savings Association, a national banking association (the "Lender"),

                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 

     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

FUTURE PETROLEUM CORPORATION,
a Utah corporation

By:   /s/ Carl Price  
Name: B. Carl Price    
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:   /s/ Richard A. Bernardy  
Name:  Richard A. Bernardy   
Title: Vice President    

                          FIRST AMENDMENT TO SECURITY AGREEMENT

     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between Future CAL-TEX Corporation,
a Texas corporation ("Grantor") and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),

                                 W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 
     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

FUTURE CAL-TEX CORPORATION,
a Texas corporation

By:   /s/ Carl Price  
Name: B. Carl Price    
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:   /s/ Richard A. Bernardy  
Name:  Richard A. Bernardy   
Title: Vice President    

                          FIRST AMENDMENT TO SECURITY AGREEMENT

     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between Future Petroleum 
Corporation, a Texas corporation ("Grantor") and Bank of America National Trust 
and Savings Association, a national banking association (the "Lender"),

                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 
     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

FUTURE PETROLEUM CORPORATION,
a Texas corporation

By:   /s/ Carl Price  
Name:  B. Carl Price   
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:   /s/ Richard A. Bernardy    
Name:  Richard A. Bernardy   
Title: Vice President    

                          FIRST AMENDMENT TO SECURITY AGREEMENT

     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between Future Energy Corporation, 
a Nevada corporation ("Grantor") and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),

                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 
     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

FUTURE ENERGY CORPORATION,
a Nevada corporation

By:   /s/ Carl Price  
Name:  B. Carl Price   
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:    /s/ Richard A. Bernardy 
Name:   Richard A. Bernardy  
Title:  Vice President   

                         FIRST AMENDMENT TO SECURITY AGREEMENT

     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between Future Acquisition 1995 
Ltd., a Texas limited partnership ("Grantor") and Bank of America National Trust
and Savings Association, a national banking association (the "Lender"),

                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 
     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.
 
     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

FUTURE ACQUISITION 1995 LTD.,
a Texas limited partnership

By:   /s/ Carl Price  
Name:  B. Carl Price   
Title: President   

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:   /s/ Richard A. Bernardy  
Name:  Richard A. Bernardy   
Title: Vice President    

                        FIRST AMENDMENT TO SECURITY AGREEMENT

     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between BMC Development No. 1 
Limited Partnership, a Texas limited partnership ("Grantor") and Bank of America
National Trust and Savings Association, a national banking association (the 
"Lender"),

                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 
     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.
 
     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

    IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP,
a Texas limited partnership

By:   /s/ Carl Price  
Name:  B. Carl Price   
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:   /s/ Richard A. Bernardy  
Name:  Richard A. Bernardy   
Title: Vice President    

                       FIRST AMENDMENT TO SECURITY AGREEMENT

     This FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") dated 
as of the 18th day of November, 1998, by and between NCI Shawnee L.P., a Texas 
limited partnership ("Grantor") and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),

                              W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, the Borrower, as of August 14, 1998, executed and delivered 
a Security Agreement (the "Security Agreement") whereunder Borrower granted a 
security interest in the Collateral to secure payment and performance of all 
Obligations of the Borrower to the Lender under the Original Credit Agreement 
and otherwise.  Unless otherwise defined herein or the context otherwise 
requires, terms used in this First Amendment, including its preamble and 
recitals, have the meanings provided in the Security Agreement;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Borrower is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Borrower hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Secured Obligations under the Security Agreement and 
(ii) the Security Agreement secures all Obligations under the Credit Agreement. 
 
     2.     Reference to Credit Agreement.  All references in the Security 
Agreement to the "Credit Agreement" shall be deemed to refer to the Original 
Credit Agreement, as amended by Amendment No. 1.

     3.     Ratification, Security Agreement.  Except as expressly amended by 
this First Amendment, the remaining terms, conditions and provisions of the 
Security Agreement shall be and remain in full force and effect.  The parties 
hereby ratify and confirm the Security Agreement, as amended hereby.

     4.     Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

     4.1     Borrower has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Borrower, enforceable against 
     Borrower in accordance with their respective terms;

     4.2     The representations and warranties made and given by Borrower in 
     the Security Agreement and the other Loan Documents are true and 
     correct as of the date hereof and Borrower has performed each of the 
     covenants and agreements in the Security Agreement and the other 
     Loan Documents required to be performed by Borrower as of the date 
     hereof; and

     4.3     To Borrower's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.
 
     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

NCI SHAWNEE L.P.,
a Texas limited partnership

By:   /s/ Carl Price  
Name:  B. Carl Price   
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:    /s/ Richard A. Bernardy 
Name:   Richard A. Bernardy  
Title:  Vice President   

                                  EXHIBIT 10.06

                             FIRST AMENDMENT TO GUARANTY

     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among Future Petroleum Corporation, a Utah 
corporation ("Guarantor"), and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),

                                 W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;
 
     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

FUTURE PETROLEUM CORPORATION,
a Utah corporation

By: /s/ Carl Price    
Name: B. Carl Price
Title: President

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By: /s/ Richard A. Bernardy     
Name: Richard A. Bernardy    
Title:  Vice President    

                           FIRST AMENDMENT TO GUARANTY

     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among Future CAL-TEX Corporation, a Texas 
corporation ("Guarantor"), and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),

                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

FUTURE CAL-TEX CORPORATION,
a Texas corporation

By:  /s/ Carl Price   
Name: B. Carl Price    
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy    
Title:  Vice President    

                           FIRST AMENDMENT TO GUARANTY

     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among Future Petroleum Corporation, a Texas 
corporation ("Guarantor"), and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),

                               W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

FUTURE PETROLEUM CORPORATION,
a Texas corporation

By: /s/ Carl Price    
Name: B. Carl Price    
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy    
Title:  Vice President   

                          FIRST AMENDMENT TO GUARANTY

     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among Future Energy Corporation, a Nevada 
corporation ("Guarantor"), and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),

                              W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

FUTURE ENERGY CORPORATION,
a Nevada corporation

By:/s/ Carl Price     
Name: B. Carl Price    
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy    
Title:  Vice President   

                            FIRST AMENDMENT TO GUARANTY

     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among Future Acquisition 1995 Ltd., a Texas 
limited partnership ("Guarantor"), and Bank of America National Trust and 
Savings Association, a national banking association (the "Lender"),

                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

      5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

FUTURE ACQUISITION 1995 LTD.,
a Texas limited partnership

By: /s/ Carl Price    
Name: B. Carl Price     
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy    
Title:  Vice President     

                         FIRST AMENDMENT TO GUARANTY

     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among BMC Development No. 1 Limited 
Partnership, a Texas limited partnership ("Guarantor"), and Bank of America 
National Trust and Savings Association, a national banking association (the 
"Lender"),

                             W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP,
a Texas limited partnership

By:/s/ Carl Price     
Name: B. Carl Price     
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By:  /s/ Richard A. Bernardy   
Name: Richard A. Bernardy    
Title: Vice President   

                             FIRST AMENDMENT TO GUARANTY

     This FIRST AMENDMENT TO GUARANTY (this "First Amendment") dated as of the 
18th day of November, 1998, by and among NCI Shawnee L.P., a Texas limited 
partnership ("Guarantor"), and Bank of America National Trust and Savings 
Association, a national banking association (the "Lender"),

                                W I T N E S S E T H:

     WHEREAS, pursuant to a Credit Agreement dated as of August 14, 1998 
(together with all amendments and other modifications, from time to time 
thereafter made thereto, the "Original Credit Agreement"), by and between FUTURE
PETROLEUM CORPORATION (the "Borrower"), as the borrower and the Lender, as the 
lender, the Lender has extended Commitments to make Loans to the Borrower; and

     WHEREAS, the Borrower has entered or may enter into certain Hedging 
Agreements (as defined in the Original Credit Agreement) with the Lender or an 
Affiliate of the Lender, pursuant to the terms of the Original Credit Agreement;
and

     WHEREAS, as a condition precedent to the making of the initial Loan and 
all subsequent Loans under the Original Credit Agreement and to the obligations 
of the Lender or such Affiliate of the Lender under the Hedging Agreements 
referred to above, Guarantor, as of August 14, 1998, executed and delivered a 
Guaranty (the "Guaranty") whereunder Guarantor unconditionally guaranteed 
payment and performance of all Obligations of the Borrower to the Lender under 
the Original Credit Agreement.  Unless otherwise defined herein or the context 
otherwise requires, terms used in this First Amendment, including its preamble 
and recitals, have the meanings provided in the Guaranty;
  
     WHEREAS, the Borrower and the Lender are also parties to the Amendment 
No. 1 to Credit Agreement dated as of November 16, 1998 ("Amendment No. 1"; the 
Original Credit Agreement, as so amended and as may be from time to time 
hereafter further amended, the  "Credit Agreement"), whereunder the Lender 
agreed to amend the Original Credit Agreement and made Commitments to make 
Credit Extensions in an amount not to exceed $27,500,000;

     WHEREAS, as a condition precedent to the making of all subsequent Credit 
Extensions under the Credit Agreement, Guarantor is required to execute and 
deliver this First Amendment.

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.     Obligations.  Guarantor hereby acknowledges and agrees that (i) all 
the Obligations under the Original Credit Agreement, as amended by Amendment No.
1, shall be considered as Obligations under the Guaranty and (ii) the Guaranty 
secures all Obligations under the Credit Agreement.  

     2.     Reference to Credit Agreement.  All references in the Guaranty to 
the "Credit Agreement" shall be deemed to refer to the Original Credit 
Agreement, as amended by Amendment No. 1.

     3.     Ratification, Guaranty.  Except as expressly amended by this First 
Amendment, the remaining terms, conditions and provisions of the Guaranty shall 
be and remain in full force and effect.  The parties hereby ratify and confirm 
the Guaranty, as amended hereby.

     4.     Representations and Warranties.  Guarantor hereby represents and 
warrants as follows:

     4.1     Guarantor has full power and authority to execute, deliver and 
     perform its obligations under this First Amendment and all other 
     Loan Documents delivered to the Lender in connection herewith, and 
     this First Amendment and all such Loan Documents are the legally 
     valid and binding obligations of Guarantor, enforceable against 
     Guarantor in accordance with their respective terms;

     4.2     The representations and warranties made and given by Guarantor in 
     the Guaranty and the other Loan Documents are true and correct as of 
     the date hereof and Guarantor has performed each of the covenants 
     and agreements in the Guaranty and the other Loan Documents required 
     to be performed by Guarantor as of the date hereof; and

     4.3     To Guarantor's best knowledge, there is no Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement, 
     the Credit Agreement or any other Loan Document and no event exists 
     which, with the giving of notice or the passage of time or both, 
     would give rise to a Default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any Loan Document.

     5.     Counterparts.  This First Amendment may be executed in any number 
of counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page of this 
First Amendment may be detached from any identical counterpart of this First 
Amendment having attached to it one or more additional signature pages.

     6.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

     7.     Titles and Headings.  The titles and headings of the Sections of 
this First Amendment are intended for convenience only and shall not in any way 
affect the meaning or construction of any provision of this First Amendment.

     8.     Changes and Modifications In Writing.  No provision of this First 
Amendment may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment as 
of the date first set forth above.

NCI SHAWNEE L.P.,
a Texas limited partnership

By: /s/ Carl Price    
Name: B. Carl Price    
Title: President    

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association

By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy    
Title:  Vice President