UNITED STATES 
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                             
                               FORM 8-K

         CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                   SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 15, 1998

                    Commission file number     0-8609     

                     Future Petroleum Corporation     
     (Exact name of small business issuer as specified in charter)

         Utah                                        87-0239185      
(State or other jurisdiction of                (I.R.S. Employer         
incorporation or organization)                Identification No.)       

2351 West Northwest Highway, Suite 2130
            Dallas, Texas                                        75220 
(Address of principal executive offices)                       (Zip Code) 

                            (214)350-7602              
           (Issuer's telephone number, including area code)

                             Not Applicable                       
        (Former name, former address, and former fiscal year, 
              if changed since last report)


             ITEM  2. ACQUISITION OR DISPOSITION OF ASSETS

     Future Petroleum Corporation (the "Company") acquired as of 
December 15, 1998 substantially all of the assets and liabilities, 
including the going concern value, of Bargo Energy Resources, 
Ltd., a Texas limited partnership and principal shareholder of the 
Company ("Bargo"), for $2 million and 100,000 shares of a new 
class of preferred stock of the Company ("Preferred Stock").  Each 
share of Preferred Stock is convertible at any time into 260 
shares of common stock and votes as a class with the common stock 
on all matters.  Each share of Preferred Stock has 260 votes. The 
Preferred Stock will participate with the common stock on 
liquidating distributions and dividends, with each share of 
Preferred Stock being entitled to 260 times the amount paid to 
common shareholders.  Bargo has distributed the shares of 
Preferred Stock to its partners.

     In addition, Future issued 8,333,333 shares of its common stock to 
Bargo Energy Company, a Texas general partnership ("Bargo 
Energy"), and TJG Investments, Inc., a Texas corporation ("TJG"), 
in exchange for the cancellation of outstanding debt aggregating 
$4 million.  Bargo Energy and TJG are affiliates of Bargo. As of 
the close of the transaction, Bargo and its affiliates owned 
approximately 80.8% of the outstanding common stock, including the 
Preferred Stock on an as converted basis, of the Company.

     The cash portion of the purchase price was funded under the 
Company's credit facility with Bank of America National Trust and 
Savings Association.  Pursuant to pledge agreements, each of which 
is dated December 15, 1998 ("Pledge Agreements"), Bargo Energy, 
TJG and the partners of Bargo have pledged their shares of common 
stock of Future to secure Future's borrowings under the credit 
facility.  If an event of default occurs under the credit 
facility, the bank will have the right to vote all of the shares 
of Future subject to the Pledge Agreements, and following 
foreclosure on the common stock, will have the right to sell the 
common stock as provided in the Pledge Agreements and applicable 
law.

     In connection with the transaction, the Company, Bargo, Bargo 
Energy, TJG, Mr. B. Carl Price, Mr. Don Wm. Reynolds (Mr. Price 
and Mr. Reynolds are referred to as the "Price Group") and certain 
other shareholders entered into an Amended and Restated 
Shareholders' Agreement whereby Bargo's board representation was 
increased from two director nominees to four director nominees and 
the Price Group's board representation was decreased from two 
director nominees to one director nominee.  Accordingly, Mr. Don 
Wm. Reynolds and Mr. Charles Laudeman resigned from the Company's 
Board of Directors effective December 15, 1998.  The vacancies 
were filled by Mary Elizabeth Vanderhider and Kimberly G. Seekely 
as nominees of Bargo.

     Promptly following closing, the Company has agreed to file a proxy 
statement or information statement with the Securities and 
Exchange Commission to change its name to Bargo Energy Company and 
to increase the number of shares of common stock Future is 
authorized to issue.


                ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(a)     Financial Statements of Business Acquired.  Financial 
        statements required by this item will be filed by amendment as 
        soon as practicable, but no later than February 28, 1999.

(b)     Pro forma Financial Information.  Pro-forma financial 
        statements required by this item will be filed by amendment as 
        soon as practicable, but no later than February 28, 1999.
 
(c)     Exhibits

The following exhibits are included as part of this report:

Exhibit
Number                    Title of Document                      Location
---------------------------------------------------------------------------
1.               Underwriting Agreement                              (d)

2.               Plan of acquisition, reorganization, 
                 arrangement, liquidation of succession

  2.2            Asset Purchase Agreement and Plan of                (c)
                 Reorganization dated December 15, 1998 by           
                 and among the Company, Bargo Energy 
                 Resources, Ltd., Bargo Energy Company and 
                 TJG Investments, Inc.

 4.              Instruments defining the rights of security         
                 holders, including indentures

  4.1             Articles of Restatement of the Articles of         (b)
                  Incorporation

  4.2             Bylaws                                             (b)
          
  4.3             Agreement dated August 14, 1998 by and among       (a)
                  B. Carl Price, Bargo Energy Resources, Ltd., 
                  Energy Capital Investment Company PLC, and 
                  EnCap Equity 1994 Limited Partnership 

  4.4             Certificate of Designation of Convertible          (c)
                  Preferred Stock, Series A

 16.              Letter on change in certifying accountant          (d)
          
 17.              Letter on director resignation                     (d)
          
 20.              Other documents or statements to security 
                  holders                                            (d)
          
 23.              Consents of experts and counsel                    (d)
          
 24.              Power of attorney                                  (d)
          
 27.              Financial Data Schedule                            (e)

99.               Material Contracts
          
 99.1             Registration Rights Agreement among the            (a)
                  Company and Bargo Energy Resources, Ltd. 
                  dated August 14, 1998

 99.2             First Amendment to Registration Rights             (c)
                  Agreement among the Company, Bargo Energy 
                  Resources, Ltd., Bargo Energy Company, TJG 
                  Investments, Inc. and certain other 
                  shareholders dated December 15, 1998

 99.3             Registration Rights Agreement among the            (a)
                  Company, Energy Capital Investment Company 
                  PLC and EnCap Equity 1994 Limited 
                  Partnership dated August 14, 1998

 99.4             First Amendment to Registration Rights             (c)
                  Agreement among the Company, Energy Capital 
                  Investment Company PLC and EnCap Equity 1994 
                  Limited Partnership dated December 15, 1998

 99.5             Registration Rights Agreement among the            (a)
                  Company, B. Carl Price and certain other 
                  shareholders dated August 14, 1998

 99.6             First Amendment to Registration Rights             (c)
                  Agreement among the Company, B. Carl Price 
                  and certain other shareholders dated 
                  December 15, 1998

 99.7             Stock Purchase Warrant by the Company to           (a)
                  Bargo Energy Resources, Ltd. dated August 
                  14, 1998

 99.8             Amended and Restated Shareholders' Agreement       (c)
                  by and among the Company, Bargo Energy 
                  Resources, Ltd., Energy Capital Investment 
                  Company PLC, EnCap Equity 1994 Limited 
                  Partnership, B. Carl Price, Don Wm. 
                  Reynolds, Bargo Energy Company, TJG 
                  Investments, Inc. and certain other 
                  shareholders dated December 15, 1998

 99.9             Amended Credit Agreement between the Company       (c)
                  and Bank of America National Trust and 
                  Savings Association dated December 4, 1998

 99.10            Pledge Agreement between Bank of America and       (c)
                  Bargo Energy Company dated December 15, 
                  1998

 99.11            Pledge Agreement between Bank of America and       (c)
                  TJG Investments, Inc. dated December 15, 
                  1998

 99.12            Pledge Agreement between Bank of America and       (c)
                  James Sowell dated December 15, 1998

 99.13            Pledge Agreement between Bank of America and       (c)
                  Thomas D. Barrow dated December 15, 1998

 99.14            Pledge Agreement between Bank of America and       (c)
                  Tim J. Goff dated December 15, 1998

 99.15            Pledge Agreement between Bank of America and       (c)
                  Bargo Operating Company, Inc. dated December 
                  15, 1998
___________________________________

(a)     Incorporated by reference from the Company's report on 
        Form 10-QSB for the fiscal quarter ended June 30, 1998, filed with 
        the Securities and Exchange Commission on August 19, 1998.

(b)     Incorporated by reference from the Company's report on 
        Form 10-K for the fiscal year ended December 31, 1994, filed with 
        the Securities and Exchange Commission on April 17, 1995.

(c)     Filed herewith.

(d)     Inapplicable to this filing.

(e)     To be filed by amendment.


                               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.

                                        FUTURE PETROLEUM CORPORATION
                                        (Registrant)



                                        /s/   B. Carl Price          
Dated:  December 30, 1998               By:     B. Carl Price, 
                                        Title: Vice President Corporate
                                               Development

===========================================================================

                              EXHIBIT INDEX

Exhibit
Number                    Title of Document                      Location
---------------------------------------------------------------------------
1.               Underwriting Agreement                              (d)

2.               Plan of acquisition, reorganization, 
                 arrangement, liquidation of succession

  2.2            Asset Purchase Agreement and Plan of                (c)
                 Reorganization dated December 15, 1998 by           
                 and among the Company, Bargo Energy 
                 Resources, Ltd., Bargo Energy Company and 
                 TJG Investments, Inc.

4.               Instruments defining the rights of security         
                 holders, including indentures

  4.1             Articles of Restatement of the Articles of         (b)
                  Incorporation

  4.2             Bylaws                                             (b)
          
  4.3             Agreement dated August 14, 1998 by and among       (a)
                  B. Carl Price, Bargo Energy Resources, Ltd., 
                  Energy Capital Investment Company PLC, and 
                  EnCap Equity 1994 Limited Partnership 

  4.4             Certificate of Designation of Convertible          (c)
                  Preferred Stock, Series A

 16.              Letter on change in certifying accountant          (d)
          
 17.              Letter on director resignation                     (d)
          
 20.              Other documents or statements to security 
                  holders                                            (d)
          
 23.              Consents of experts and counsel                    (d)
          
 24.              Power of attorney                                  (d)
          
 27.              Financial Data Schedule                            (e)

99.               Material Contracts
          
 99.1             Registration Rights Agreement among the            (a)
                  Company and Bargo Energy Resources, Ltd. 
                  dated August 14, 1998

 99.2             First Amendment to Registration Rights             (c)
                  Agreement among the Company, Bargo Energy 
                  Resources, Ltd., Bargo Energy Company, TJG 
                  Investments, Inc. and certain other 
                  shareholders dated December 15, 1998

 99.3             Registration Rights Agreement among the            (a)
                  Company, Energy Capital Investment Company 
                  PLC and EnCap Equity 1994 Limited 
                  Partnership dated August 14, 1998

 99.4             First Amendment to Registration Rights             (c)
                  Agreement among the Company, Energy Capital 
                  Investment Company PLC and EnCap Equity 1994 
                  Limited Partnership dated December 15, 1998

 99.5             Registration Rights Agreement among the            (a)
                  Company, B. Carl Price and certain other 
                  shareholders dated August 14, 1998

 99.6             First Amendment to Registration Rights             (c)
                  Agreement among the Company, B. Carl Price 
                  and certain other shareholders dated 
                  December 15, 1998

 99.7             Stock Purchase Warrant by the Company to           (a)
                  Bargo Energy Resources, Ltd. dated August 
                  14, 1998

 99.8             Amended and Restated Shareholders' Agreement       (c)
                  by and among the Company, Bargo Energy 
                  Resources, Ltd., Energy Capital Investment 
                  Company PLC, EnCap Equity 1994 Limited 
                  Partnership, B. Carl Price, Don Wm. 
                  Reynolds, Bargo Energy Company, TJG 
                  Investments, Inc. and certain other 
                  shareholders dated December 15, 1998

 99.9             Amended Credit Agreement between the Company       (c)
                  and Bank of America National Trust and 
                  Savings Association dated December 4, 1998

 99.10            Pledge Agreement between Bank of America and       (c)
                  Bargo Energy Company dated December 15, 
                  1998

 99.11            Pledge Agreement between Bank of America and       (c)
                  TJG Investments, Inc. dated December 15, 
                  1998

 99.12            Pledge Agreement between Bank of America and       (c)
                  James Sowell dated December 15, 1998

 99.13            Pledge Agreement between Bank of America and       (c)
                  Thomas D. Barrow dated December 15, 1998

 99.14            Pledge Agreement between Bank of America and       (c)
                  Tim J. Goff dated December 15, 1998

 99.15            Pledge Agreement between Bank of America and       (c)
                  Bargo Operating Company, Inc. dated December 
                  15, 1998
___________________________________

(a)     Incorporated by reference from the Company's report on 
        Form 10-QSB for the fiscal quarter ended June 30, 1998, filed with 
        the Securities and Exchange Commission on August 19, 1998.

(b)     Incorporated by reference from the Company's report on 
        Form 10-K for the fiscal year ended December 31, 1994, filed with 
        the Securities and Exchange Commission on April 17, 1995.

(c)     Filed herewith.

(d)     Inapplicable to this filing.

(e)     To be filed by amendment.
=========================================================================

                               EXHIBIT 2.2

                       ASSET PURCHASE AGREEMENT

                                   and

                        PLAN OF REORGANIZATION


                               by and among



                      FUTURE PETROLEUM CORPORATION
                          (a Utah corporation)


                                   and


                     BARGO ENERGY RESOURCES, LTD.
                    (a Texas limited partnership)


                                   and


                         BARGO ENERGY COMPANY
                     (a Texas general partnership)


                                   and


                        TJG INVESTMENTS, INC.
                       (a Texas corporation)








December 15, 1998
============================================================================

TABLE OF CONTENTS

ARTICLE I     Definitions, References and Construction                   1
Section 1.1   Certain Defined Terms                                      1
Section 1.2   References and Construction                                5
ARTICLE II    Purchase and Sale                                          6
Section 2.1   Transfer of Property                                       6
Section 2.2   Issuance of Shares                                         8
Section 2.3   Assumption of Liabilities                                  8
Section 2.4   Acquisition of Future Securities; Bargo Furniture and 
              Equipment                                                  8
Section 2.5  Closing                                                     9
ARTICLE III  Representations and Warranties of Resources, Bargo and TJG  9
Section 3.1  Representations and Warranties of Resources                 9
             (a) Organization and Existence                              9
             (b) Power and Authority                                     9
             (c) Valid and Binding Agreement                             9
             (d) Non-Contravention                                       10
             (e) Title to Property                                       10
             (f) Approvals                                               10
             (g) Pending Litigation                                      10
             (h) Investment Experience                                   10
             (i) Purchase for Own Account                                10
             (j) No Solicitation                                         11
             (k) Disclaimer of Warranties                                11
Section 3.2  Representations and Warranties of Bargo                     12
             (a) Organization and Existence                              12
             (b) Power and Authority                                     12
             (c) Valid and Binding Agreement                             12
             (d) Non-Contravention                                       12
             (e) Ownership of Bargo Debt Securities and Bargo Furniture and 
                 Equipment                                               13
             (f) Approvals                                               13
             (g) Pending Litigation                                      13
             (h) Investment Experience                                   13
             (i) Purchase for Own Account                                13
             (j) No Solicitation                                         14
             (k) Disclaimer of Warranties                                14
Section 3.3  Representations and Warranties of TJG                       14
             (a) Organization and Existence                              14
             (b) Power and Authority                                     14
             (c) Valid and Binding Agreement                             15
             (d) Non-Contravention                                       15
             (e) Ownership of TJG Debt Securities                        15
             (f) Approvals                                               15
             (g) Pending Litigation                                      16
             (h) Investment Experience                                   16
             (i) Purchase for Own Account                                16
             (j) No Solicitation                                         16
             (k) Disclaimer of Warranties                                17
ARTICLE IV   Representations and Warranties of Future                    17
Section 4.1  Organization and Existence                                  17
Section 4.2  Power and Authority                                         17
Section 4.3  Valid and Binding Agreement                                 17
Section 4.4  Authorization of Preferred Stock and Future Common Stock    18
Section 4.5  Non-Contravention                                           18
Section 4.6  Approvals                                                   18
Section 4.7  Capitalization                                              18
Section 4.8  Certificates for Future Preferred and Common Shares         19
Section 4.9  SEC Filings                                                 19
Section 4.10 No Other Representations or Warranties                      19
ARTICLE V    Certain Covenants                                           19
Section 5.1  Access to Information                                       19
Section 5.2  Confidentiality                                             20
Section 5.3  Registration Rights Agreements; Shareholder Agreement       21
Section 5.4  Cooperation in Receipt of Required Consents                 21
Section 5.5  Amendment of Articles of Incorporation                      21
Section 5.6  Certain Affirmative Post-Closing Covenants                  22
Section 5.7  Resignation of Directors                                    22
Section 5.8  Change of Name                                              22
Section 5.9  Management Agreement                                        22
Section 5.10 Certificate of Designation                                  22
ARTICLE VI   Conditions Precedent to the Obligations of the 
             Parties; Closing Deliveries                                 22
Section 6.1  Conditions Precedent to the Obligations of Future           22
Section 6.2  Conditions Precedent to the Obligations of Resources, 
             Bargo and TJG                                               23
Section 6.3  Future's Closing Deliveries                                 24
Section 6.4  Deliveries to Future                                        25
ARTICLE VII  Termination of This Agreement                               26
Section 7.1  No Solicitation                                             26
Section 7.2  Fee and Expense Reimbursements                              27
Section 7.3  Termination of the Agreement                                28
Section 7.4  Effect of Termination                                       28
ARTICLE VIII Notices                                                     29
ARTICLE IX   Commissions                                                 29
ARTICLE X    Miscellaneous Matters                                       30
Section 10.1 Survival of Representations and Warranties                  30
Section 10.2 Further Assurances                                          30
Section 10.3 Binding Effect: Successors and Assigns; No Third Party 
             Benefit                                                     30
Section 10.4 Expenses                                                    30
Section 10.5 Entire Agreement                                            30
Section 10.6 Public Statements                                           30
Section 10.7 Injunctive Relief                                           30
Section 10.8 Deceptive Trade Practices                                   31
Section 10.9 Amendments                                                  31
Section 10.10 Governing Law                                              31
Section 10.11 Counterparts                                               31


Exhibits:

Certificate of Designation of Preferred Stock                      Exhibit A
First Amendment to Resources Registration Rights Agreement         Exhibit B
First Amendment to EnCap Registration Rights Agreement             Exhibit C
First Amendment to Price Registration Rights Agreement             Exhibit D
Administrative Services Agreement                                  Exhibit E
Amended and Restated Shareholders' Agreement                       Exhibit F


Schedules:

Bargo Furniture and Equipment                                 Schedule 1.1
Real Property Owned and Leased                                Schedule 2.1(a)
Owned Personal Property                                       Schedule 2.1(b)
Leased Personal Property                                      Schedule 2.1(c)
Contracts                                                     Schedule 2.1(d)
Retained Oil and Gas Leases                                   Schedule 2.1(2)
Retained Contract Rights                                      Schedule 2.1(7)
Assumption of Liabilities                                     Schedule 2.3(vi)
Contracts Which Require Consent                               Schedule 3.1(d)
Stock Options of Future                                       Schedule 4.7

                         ASSET PURCHASE AGREEMENT
                                   AND
                          PLAN OF REORGANIZATION


     THIS ASSET PURCHASE AGREEMENT dated December 15, 1998, is made by 
and between Bargo Energy Resources, Ltd., a Texas limited partnership 
("Resources"), Bargo Energy Company, a Texas general partnership 
("Bargo"), TJG Investments, Inc., a Texas corporation ("TJG") and Future 
Petroleum Corporation, a Utah corporation ("Future").

WITNESSETH:

     WHEREAS, Resources is engaged in the evaluation, operation, 
acquisition, exploration, development and production of oil and gas 
properties ("Business");

     WHEREAS, Resources desires to assign and transfer, and Future 
desires to acquire, substantially all of the assets, including the going 
concern, of Resources and to assume the Assumed Liabilities (as 
hereinafter defined) of Resources in exchange for Future Preferred 
Shares, all on the terms and conditions more fully set forth herein; 

     WHEREAS, following the consummation of transfer of its assets to 
Future, Resources will distribute to its partners the Future stock and 
the rights under certain agreements related to such stock;

     WHEREAS, Bargo and TJG each desires to exchange debt securities of 
Future held by Bargo or TJG, and Bargo desires to assign and transfer 
furniture, equipment and office leases, for common stock of Future, and 
Future desires to exchange its common stock for such debt securities and 
assets, all on the terms and conditions set forth herein;

     WHEREAS, the parties hereto desire to set forth certain 
representations, warranties and covenants made by each to the other as 
an inducement to the consummation of the asset purchase contemplated 
hereby;

AGREEMENT:

     NOW, THEREFORE, in consideration of the foregoing Recitals and the 
mutual covenants and agreements contained herein, Resources, Bargo, TJG  
and Future do hereby agree as follows:

                                 ARTICLE I

                  Definitions, References and Construction

     Section 1.1     Certain Defined Terms.  When used in this 
Agreement, the following terms shall have the respective meanings 
assigned to them in this Section 1.1 or in the sections, subsections or 
other subdivisions referred to below

     "Administrative Services Agreement" shall mean the management 
agreement between Future and Bargo attached as Exhibit E.

     "Affiliate" shall mean, when used with respect to another Person, 
any Person directly or indirectly controlling, controlled by or under 
common control with such other Person.

     "Agreement" shall mean this Agreement, as hereafter changed, 
amended or modified in accordance with the terms hereof.

     "Amended and Restated Shareholders' Agreement" shall mean the 
amendment to the Shareholders' Agreement in the form attached as Exhibit 
F.

     "Assumed Liabilities" shall have the meaning assigned to such term 
in Section 2.3.

     "Bargo" shall have the meaning assigned to such term in the 
introductory paragraph to this Agreement.

     "Bargo Debt Securities" means the senior subordinated debt 
securities issued by Future and owned by Bargo, and evidenced by that 
certain note dated October 14, 1998, in the original principal amount of 
$3,397,600.

     "Bargo Furniture and Equipment" mean all office furniture, fixtures 
and office equipment owned or leased by Bargo on the Closing Date 
including, without limitation, all of the property and equipment listed 
or described on Schedule 1.1.

     "Business" has the meaning set forth in the Recitals.

     "Certificate of Designation" shall mean the certificate attached as 
Exhibit A.

     "Claims" shall mean all security interests, liens, pledges, 
interests arising in connection with community property laws or other 
laws relating to the rights of spouses, claims charges, escrows, 
encumbrances, options, rights of first refusal, mortgages, indentures, 
security agreements or other agreements, arrangements, contracts, 
commitments, understandings, obligations, whether written or oral and 
whether or not relating in any way to credit or the borrowing of money, 
voting agreements or proxies.

     "Closing" and "Closing Date" shall have the respective meanings 
assigned to such terms in Section 2.5.

     "Code" shall mean the Internal Revenue Code of 1986, as amended.

     "Commission" shall mean the Securities and Exchange Commission (or 
any successor body thereto).

     "Consolidated" shall refer to the consolidation of any Person, in 
accordance with GAAP, with its properly consolidated subsidiaries. 
References herein to a Person's Consolidated financial statements, 
financial position, financial condition, liabilities, etc. refer to the 
consolidated financial statements, financial position, financial 
condition, liabilities, etc. of such Person and its properly 
consolidated subsidiaries.

     "Contract" means any mortgage, indenture, agreement, contract, 
commitment, lease, plan, license, permit, authorization or other 
instrument, document, arrangement or understanding, written or 
unwritten, regardless of whether such contract is enforceable.

     "Debt Securities" means the Bargo Debt Securities and the TJG Debt 
Securities, collectively.

     "EnCap Entities" means EnCap Equity 1994 Limited Partnership and 
Energy Capital Investment Company PLC.

     "Environmental Laws" shall mean any and all laws relating to the 
environment or to emissions, discharges, releases or threatened releases 
of pollutants, contaminants, chemicals, or industrial, toxic or 
hazardous substances or wastes into the environment including ambient 
air, surface water, ground water, or land, 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.

     "Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, 
as amended, and all rules and regulations under such act.

     "Excluded Assets" shall have the meaning assigned to such term in 
Section 2.1.  

     "First Amendment to EnCap Registration Rights Agreement" means the 
amendment to the Registration Rights Agreement attached as Exhibit C.

     "First Amendment to Price Registration Rights Agreement" means the 
amendment to the Registration Rights Agreement attached as Exhibit D.

     "First Amendment to Resources Registration Rights Agreement" shall 
mean the amendment to the Registration Rights Agreement between 
Resources and Future in the form attached as Exhibit B.

     "Future" shall have the meaning assigned to such term in the 
introductory paragraph to this Agreement.

     "Future Common Shares" means, collectively, the 7,078,333 shares of 
Future Common Stock to be issued to Bargo and the 1,255,000 shares of 
Future Common Stock to be issued to TJG, as contemplated by this 
Agreement.

     "Future Common Stock" shall mean the shares of common stock of 
Future, $0.01 par value per share.

     "Future Preferred Shares" means the 100,000 shares of Series A 
Preferred Stock to be authorized by, and have the rights, privileges and 
preferences provided for in, the Certificate of Designation and to be 
issued to Resources pursuant to this Agreement.

     "Future Termination Fee" shall have the meaning assigned to such 
term in Section 7.2(a).

     "Future Preferred Stock" shall mean the shares of preferred stock 
of Future, $0.01 par value per share.

     "GAAP" shall mean those generally accepted accounting principles 
and practices which are recognized as such by the Financial Accounting 
Standards Board (or any generally recognized successor).

     "Leases" shall have the meaning assigned to such term in Section 
2.1(c).

     "Material Adverse Effect" shall mean with respect to any Person, a 
material adverse effect on the financial condition, results of 
operations, business or prospects of such Person and its consolidated 
subsidiaries, taken as a whole.

     "Person" shall mean an individual, corporation, partnership, 
limited liability company, association, joint stock company, trust or 
trustee thereof, estate or executor thereof, unincorporated organization 
or joint venture, or any other legally recognizable entity.

     "Personal Property" shall have the meaning assigned such term in 
Section 2.1(b).

     "Property" shall have the meaning assigned such term in Section 
2.1.

     "Real Property" shall have the meaning assigned to such term in 
Section 2.1(a).

     "Resources" has the meaning given to it in the introductory 
paragraph.

     "Returns" shall mean all returns, reports, estimates, declarations 
and statements of any nature regarding Taxes prior to the Closing 
required to be filed by the taxpayer relating to its income, properties 
or operations.

     "Securities Act" shall mean the U.S. Securities Act of 1933, as 
amended, and all rules and regulations under such act.

     "Subsidiary" means the following entities which are subsidiaries of 
Future: Future Petroleum Corporation, a Texas corporation; Future Energy 
Corporation, a Nevada corporation; Future Acquisition 1995, Ltd., a 
Texas limited partnership; BMC Development No. 1 Limited Partnership, a 
Texas limited partnership; NCI-Shawnee Limited Partnership, a Texas 
limited partnership; Future CAL-TEX Corporation, a Texas corporation; 
and Alaska Eldorado Gold Inc., a Nevada corporation.

     "Taxes" shall mean any federal, state, local, foreign or other 
taxes (including, without limitation, income, alternative minimum, 
franchise, property, sales, use, lease, excise, premium, payroll, wage, 
employment or withholding taxes), fees, duties, assessments, 
withholdings or governmental charges of any kind whatsoever (including 
interest, penalties and additions to tax).

     "TJG" has the meaning given to it in the introductory paragraph.

     "TJG Debt Securities" means the senior subordinated debt securities 
issued by Future and owned by TJG, and evidenced by that certain note, 
dated October 14, 1998, in the original principal amount of $602,400.

     Section 1.2     References and Construction.

     (a)     All references in this Agreement to articles, sections, 
subsections and other subdivisions refer to corresponding articles, 
sections, subsections and other subdivisions of this Agreement unless 
expressly provided otherwise.

     (b)     Titles appearing at the beginning of any of such 
subdivisions are for convenience only and shall not constitute part of 
such subdivisions and shall be disregarded in construing the language 
contained in such subdivisions.

     (c)     The words "this Agreement", "this instrument", "herein", 
"hereof", "hereby", "hereunder" and words of similar import refer to 
this Agreement as a whole and not to any particular subdivision unless 
expressly so limited.

     (d)     Words in the singular form shall be construed to include 
the plural and vice versa, unless the context otherwise requires. 
Pronouns in masculine, feminine and neuter genders shall be construed to 
include any other gender.

     (e)     Unless the context otherwise requires or unless otherwise 
provided herein, the terms defined in this Agreement which refer to a 
particular agreement, instrument or document also refer to and include 
all renewals, extensions, modifications, amendments or restatements of 
such agreement, instrument or document, provided that nothing contained 
in this subsection shall be construed to authorize such renewal, 
extension, modification, amendment or restatement.

     (f)     Examples shall not be construed to limit, expressly or by 
implication, the matter they illustrate.

     (g)     The word "or" is not intended to be exclusive and the word 
"includes" and its derivatives means "includes' but is not limited to" 
and corresponding derivative expressions.

     (h)     No consideration shall be given to the fact or presumption 
that one party had a greater or lesser hand in drafting this Agreement.

     (i)     Unless otherwise indicated, all references herein to "$" or 
"dollars" shall refer to U.S. Dollars.

     (j)     Exhibits A, B, C, D, E and F and Schedules 1.1, 2.1(a), 
2.1(b), 2.1(c), 2.1(d) 2.1(2), 2.1(7), 2.3(vi), 3.1(d) and 4.7, are 
attached hereto.  Each such Exhibit and Schedule is incorporated herein 
by reference for all purposes and references to this Agreement shall 
also include such Exhibit or Schedule unless the context in which used 
shall otherwise require.


                                ARTICLE II

                              Purchase and Sale

     Section 2.1     Transfer of Property.  On the terms and subject to 
the conditions contained herein, on the Closing Date, Resources shall 
assign, convey, deliver and transfer to Future and Future shall acquire 
from Resources, free and clear of all Claims, except for those Claims 
that constitute Assumed Liabilities, all the tangible and intangible 
property and assets used by Resources in the Business (except for the 
Excluded Assets), including, without limitation, all agreements, 
Contracts, contract rights, leases, licenses, businesses, goodwill and 
property (real, personal and mixed) in which Resources has any right, 
title or interest and that are used predominantly in the Business (the 
"Property"), including, but not limited to, the following: 

     (a)     all of Resources' interest in owned, leased or rented real 
property, including but not limited to the property described or 
listed in Schedule 2.1(a) ("Real Property"); 

     (b)     all personal property and equipment ("Personal Property") 
owned, including without limitation, all of the property and 
equipment listed or described in Schedule 2.1(b) (less any items 
replaced by items of equal or greater value or non-material items 
abandoned in the ordinary course of business between the date 
hereof and the Closing Date), and all additions and replacements 
thereto as are made in the ordinary course of business or are 
required by the provisions of this Agreement; 

     (c)     all personal property leases or rental agreements or 
arrangements including, without limitation, those described on 
Schedule 2.1(c) ("Leases"); 

     (d)     all Contracts; including, without limitation, those 
described in Schedule 2.1(d); 

     (e)     all accounts receivable not collected by Resources prior to 
the Closing Date;

     (f)     all rights which Resources has in the name "Bargo";

     (g)     all files, records and logs, including all of Resources' 
counterparts of all Contracts, and all documents of title relating 
to the Property; 

     (h)     all customer and supplier lists, sales records, and working 
files of correspondence with customers and suppliers (both actual 
and prospective); 

     (i)     all stationery, purchase orders, forms, film, supplies, 
labels, catalogs, brochures, artwork, photographs, advertising 
material and similar items; 

     (j)     all of Resource's goodwill relating to the Business, and 
all know-how, computer programs, technology, and other intangible 
assets of Resources which relate to the Business; 

     (k)     all of Resource's interest in trademarks, servicemarks, 
proprietary designs, trade names, assumed names and copyrights 
relating to the Business, whether registered or unregistered; 

     (l)     all permits, licenses, registrations, and approvals of all 
federal, state, or local governmental or regulatory authorities or 
industrial bodies which relate to the Business and which are held 
by Resources, to the extent the same are transferable; 

     (m)     all rights of Resources to causes of action, lawsuits, 
judgments, claims and demands of any nature related to the 
Property (which, for greater certainty, shall not include actions, 
lawsuits, judgments, claims and demands related to the Excluded 
Assets); 

     Notwithstanding the foregoing, Resources reserves and does not sell 
or transfer any right, title or interest in or to the assets set forth 
below ("Excluded Assets") and such assets shall not be considered part 
of the Property:

     (1)     cash on hand or on deposit as of the Closing Date (for this 
purpose all checks deposited on or before the Closing Date shall 
be deemed cash); 

     (2)     all right, title and interest in and to the oil and gas 
leases described in Schedule 2.1(2) ("Retained Oil and Gas 
Leases");

     (3)     receivables from or other claims or actions against, any 
current or former partner, from any affiliated companies and from 
the Retained Oil and Gas Leases;

     (4)     4,694,859 shares of Future Common Stock;

     (5)     the warrant to purchase 250,000 shares of Future Common 
Stock, dated August 14, 1998;

     (6)     all right, title and interest in and to the agreements 
relating to the acquisition, ownership or voting of the Future 
Common Stock or the warrants to purchase Future Common Stock, 
including the following:  Merger Agreement, dated August 14, 
1998; Registration Rights Agreement-Bargo, dated August 14, 1998; 
Shareholders' Agreement, dated August 14, 1998; Letter Agreement 
among principal shareholders regarding amendment of By-Laws, 
dated August 14, 1998; the Subscription Agreement, dated August 
14, 1998; and the Assignment and Bill of Sale, dated August 14, 
1998;

     (7)     all right, title and interest in and to the Contracts 
listed on Schedule 2.1(7);

     (8)     all loans to employees other than normal travel or expense 
allowances;

     (9)     all right, title and interest of Resources in and to this 
Agreement and each other agreement, instrument or document 
executed or to be executed by Resources in connection with the 
transactions contemplated by this Agreement;

     (10)     limited partnership interest in Gas Solutions, Ltd., a 
Texas limited partnership.

     Section 2.2     Issuance of Shares.  In consideration for the 
transfer of the Property, at the Closing, Future shall (i) pay by 
cashier's check or wire transfer the sum of $2.0 million and (ii) issue 
to Resources 100,000 shares of Future Preferred Stock, which shares 
shall be duly authorized, fully paid and non-assignable and registered 
in the name of Resources.

     Section 2.3     Assumption of Liabilities.  Future hereby agrees 
that at the Closing it will assume and undertake to pay, satisfy and 
discharge on a timely basis without default all of the following 
obligations and liabilities of Resources: (i) liabilities or obligations 
which accrue from and after November 1, 1998, under the written terms of 
Contracts listed in this Agreement or the Schedules hereto or not 
required to be listed by the terms hereof or entered into by Resources 
after the date of this Agreement in accordance with the terms hereof; 
(ii) all other obligations and liabilities arising from or after 
November 1, 1998 from or in connection with the Leases and Contracts not 
included in Subsection 2.3(i), provided that such obligations and 
liabilities do not exceed in the aggregate $25,000; (iii) those 
liabilities or obligations arising on or after November 1, 1998, 
directly related to the Property or the Business subject to addition and 
changes in accordance with the terms of this Agreement or in the 
ordinary course of business; (iv) Resources accounts payable on November 
1, 1998 and which are incurred thereafter in accordance with this 
Agreement; (v) all income tax, sales tax and other taxes accrued after 
the Closing Date and (vi) the costs, expenses, liabilities and 
obligations listed and/or described on Schedule 2.3(vi), which represent 
items which Future has previously agreed to pay (or to reimburse 
Resources in cases where Resources has already paid such items) arising 
out of transactions where Resources acted on behalf of Future in 
conducting due diligence activities and related matters in acquisitions 
or proposed acquisitions of oil and gas properties and assets (all 
liabilities and obligations described in Subsection 2.3(i), (ii), (iii), 
(iv), (v) and (vi) are referred collectively as "Assumed Liabilities"); 
provided, however, that Future shall not assume or be liable for 
Resources' income taxes, or sales taxes or any other business taxes 
payable with respect to the Property or operation of the Business for 
any period prior to the Closing Date nor shall Future assume 
responsibilities or obligations related to or arising out of the 
Excluded Assets.

     Except for the Assumed Liabilities, Future shall not assume any 
liability or obligation of Resources, fixed or contingent, disclosed or 
undisclosed, or any liability for any claims, debts, defaults, duties, 
obligations or liabilities of Resources of any kind or nature, whether 
known or unknown, contingent or fixed, all of which, to the extent that 
such liabilities, fixed or contingent, known or unknown, exist on the 
Closing Date, regardless of when the claim is made, shall be retained by 
Resources.  Future shall not be required to defend any suit or claim 
arising out of any act, event or transaction occurring prior to the 
Closing Date, in connection with the ownership or operation of the 
Business or the Property except for Assumed Liabilities, and Resources 
shall and hereby agree to satisfy in due course all liabilities not 
assumed by Future, except those being contested or denied by Resources 
(or either of them) in good faith.  

     Section 2.4     Acquisition of Future Securities; Bargo Furniture 
and Equipment.  (a) On the terms and subject to the conditions contained 
herein, at the Closing, TJG shall assign and transfer to Future the TJG 
Debt Securities.  In exchange for such Debt Securities, at the Closing, 
Future will issue 1,255,000 fully paid and non-assessable shares of 
Future Common Stock to TJG.

          (b)     On the terms and subject to the conditions contained 
herein, at the Closing, Bargo shall assign and transfer to Future the 
Bargo Debt Securities and all right, title and interest in and to the 
Bargo Furniture and Equipment.  In exchange for such Debt Securities and 
the Bargo Furniture and Equipment, at the Closing, Future will issue 
7,078,333 fully paid and non-assessable shares of Future Common Stock; 
subject to, in the case of Bargo Furniture and Equipment which is 
leased, the written terms of such leases ("Assumed Leases"), copies of 
which have been provided to Future.

     Section 2.5     Closing.  The closing of the transactions 
contemplated by this Agreement (the "Closing") shall take place (i) at 
the offices of Butler & Binion, L.L.P., located at 1000 Louisiana, Suite 
1600, Houston, Texas  77002, 10:00 a.m., local time, on December 15, 
1998, or (ii) at such other time or place or on such other date as the 
parties hereto shall agree.  The date on which the Closing occurs is 
herein referred to as the "Closing Date."


                              ARTICLE III

          Representations and Warranties of Resources, Bargo and TJG

     Section 3.1     Representations and Warranties of Resources.  
Resources represents and warrants to Future as follows:

     (a)     Organization and Existence.  Resources is a limited 
partnership duly formed and validly existing under the laws of the 
State of Texas.  Resources has the limited partnership power to 
carry on its business as it is now being conducted or currently 
proposed to be conducted.  Resources is duly qualified to do 
business, and is in good standing, in each jurisdiction where the 
character of its properties owned or held under lease or the 
nature of its activities make such qualification necessary, except 
where the failure to be so qualified will not, alone or in the 
aggregate, have a Material Adverse Effect.

     (b)     Power and Authority.  Resources has full limited 
partnership power and limited partnership authority, to execute, 
deliver, and perform this Agreement and each other agreement, 
instrument, or document executed or to be executed by it in 
connection with the transactions contemplated hereby to which it 
is a party and to consummate the transactions contemplated hereby 
and thereby.  The execution, delivery, and performance by 
Resources of this Agreement and each other agreement, instrument, 
or document executed or to be executed by it in connection with 
the transactions contemplated hereby to which it is a party, and 
the consummation by it of the transactions contemplated hereby and 
thereby, have been duly authorized by all necessary limited 
partnership action of Resources.

     (c)     Valid and Binding Agreement.  This Agreement has been 
duly executed and delivered by Resources and constitutes, and each 
other agreement, instrument, or document executed or to be 
executed by Resources in connection with the transactions 
contemplated hereby to which it is a party has been, or when 
executed will be, duly executed and delivered by Resources and 
constitutes, or when executed and delivered will constitute, a 
valid and legally binding obligation of Resources, enforceable 
against it in accordance with their respective terms, except that 
such enforceability may be limited by (a) applicable bankruptcy, 
insolvency, reorganization, moratorium, and similar laws affecting 
creditors' rights generally and (b) equitable principles which may 
limit the availability of certain equitable remedies (such as 
specific performance) in certain instances.

     (d)     Non-Contravention.  Except as set forth on Schedule 
3.1(d), the execution, delivery, and performance by Resources of 
this Agreement and each other agreement, instrument, or document 
executed or to be executed by Resources in connection with the 
transactions contemplated hereby to which it is a party and the 
consummation by it of the transactions contemplated hereby and 
thereby do not and will not (a) conflict with or result in a 
violation of any provision of Resources' limited partnership 
agreement or other governing instruments, (b) conflict with or 
result in a violation of any provision of, or constitute (with or 
without the giving of notice or the passage of time or both) a 
default under, or give rise (with or without the giving of notice 
or the passage of time or both) to any right of termination, 
cancellation, or acceleration under, any bond, debenture, note, 
mortgage, indenture, lease, contract, agreement, or other 
instrument or obligation to which Resources is a party or by which 
it or any of its properties may be bound, (c) result in the 
creation or imposition of any lien or other encumbrance upon the 
properties of Resources, or (d) violate any applicable law, rule 
or regulation binding upon Resources.

     (e)     Title to Property.  Resources has good and marketable 
title to the Property being transferred to Future, free and clear 
of all Claims other than the Assumed Liabilities.  Upon the 
execution and delivery of bills of sale and assignment 
transferring the Property to Future as contemplated by Section 
6.4(c), Resources will transfer all right, title and interest in 
and to the Property to Future, free and clear of all Claims, other 
than the Assumed Liabilities.  

     (f)     Approvals.  No consent, approval, order, or 
authorization of, or declaration, filing, or registration with, 
any court or governmental agency or of any third party is required 
to be obtained or made by Resources in connection with the 
execution, delivery, or performance by it of this Agreement and 
each other agreement, instrument, or document executed or to be 
executed by it in connection with the transactions contemplated 
hereby to which it is a party or the consummation by it of the 
transactions contemplated hereby and thereby.

     (g)     Pending Litigation.  There are no pending suits, 
actions, or other proceedings in which Resources is a party which 
affect the Property in any material respect, or affecting the 
execution and delivery of this Agreement or the consummation of 
the transactions contemplated hereby or that would, if determined 
adversely to Resources, (a) result in the impairment or loss of 
Resources' title to any of the Property, (b) hinder or impede the 
operation of all or any portion of any Property or (c) restrain, 
prohibit or impose damage on Future or Resources with respect to 
the transactions contemplated hereby.

     (h)     Investment Experience.  Bargo and each Partner is an 
"accredited investor" as defined in Rule 501(a) of the Securities 
Act.

     (i)     Purchase for Own Account.  The Future Preferred 
Shares to be acquired by Resources and, pursuant to Rule 145 under 
the Securities Act, deemed acquired by the partners of Resources, 
pursuant to this Agreement are being acquired for their own 
account and with no intention of distributing or reselling the 
Future Preferred Shares or the shares of Future Common Stock 
issuable upon conversion of the Future Preferred Shares (the 
"Conversion Shares"), or any part thereof, in any transaction that 
would be in violation of the securities laws of the United States 
of America, or any state, without prejudice, however, to the 
rights of Resources and the partners of Resources at all times to 
sell or otherwise dispose of all or any part of the Future 
Preferred Shares or Conversion Shares under an effective 
registration statement under the Securities Act, or under an 
exemption from such registration available under the Securities 
Act, and subject, nevertheless, to the disposition of Resources 
and each partner's property being at all times within its control.  
If Resources or a partner of Resources should in the future decide 
to dispose of any of the Future Preferred Shares or Conversion 
Shares, Resources and each such partner understands and agrees 
that it may do so only in compliance with the Securities Act and 
applicable state securities laws, as then in effect, and that 
stop-transfer instructions to that effect, where applicable, will 
be in effect with respect to the Future Preferred Shares or 
Conversion Shares.  Resources and each such partner agrees to the 
imprinting, so long as required by law, of a legend on the 
certificates representing the Future Preferred Shares or 
Conversion Shares, substantially as follows in all material 
respects;

     [THE SECURITIES REPRESENTED BY THIS CERTIFICATE] AND THE 
        SECURITIES TO BE RECEIVED UPON THE CONVERSION OF THE 
        PREFERRED STOCK] HAVE NOT BEEN REGISTERED UNDER THE 
     SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE 
     AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT 
      TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND 
     APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION 
          TO THE REGISTRATION REQUIREMENTS OF SUCH LAWS.

     (j)     No Solicitation.  Neither Resources or any partner 
thereof was at any time solicited by any leaflet, public 
promotional meeting, circular, newspaper or magazine article, 
radio or television advertisement, or any other form of general 
advertising or solicitation in connection with the offer, sale or 
purchase of the Future Preferred Shares or Conversion Shares under 
this Agreement.

     (k)     Disclaimer of Warranties.  Other than those expressly 
set out in this Section 3.1, Resources hereby expressly disclaims 
any and all representations or warranties with respect to the 
Property or the transactions contemplated hereby, and Future agree 
that the Property is being transferred "where is" and "as is".  
Specifically as a part of (but not in limitation of) the 
foregoing, Future acknowledges that Resources has not made, and 
Resources hereby expressly disclaims, any representation or 
warranty (express, implied, under common law, by statute or 
otherwise) (a) INCLUDING WITHOUT LIMITATION, RESOURCES DISCLAIMS 
ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR A 
PARTICULAR PURPOSE, OR CONFORMITY TO MODELS OR SAMPLES OF 
MATERIALS, (b) as to the compliance by Resources with 
Environmental Laws or (c) as to the status of ownership of or 
title to the Property.

Section 3.2     Representations and Warranties of Bargo.  Bargo 
represents and warrants to Future as follows:

     (a)     Organization and Existence.  Bargo is a general 
partnership duly formed and validly existing under the laws of the 
State of Texas.  Bargo has the partnership power to carry on its 
business as it is now being conducted or currently proposed to be 
conducted.  Bargo is duly qualified to do business, and is in good 
standing, in each jurisdiction where the character of its 
properties owned or held under lease or the nature of its 
activities make such qualification necessary, except where the 
failure to be so qualified will not, alone or in the aggregate, 
have a Material Adverse Effect.

     (b)     Power and Authority.  Bargo has full partnership 
power and partnership authority, to execute, deliver, and perform 
this Agreement and each other agreement, instrument, or document 
executed or to be executed by it in connection with the 
transactions contemplated hereby to which it is a party and to 
consummate the transactions contemplated hereby and thereby.  The 
execution, delivery, and performance by Bargo of this Agreement 
and each other agreement, instrument, or document executed or to 
be executed by it in connection with the transactions contemplated 
hereby to which it is a party, and the consummation by it of the 
transactions contemplated hereby and thereby, have been duly 
authorized by all necessary partnership action of Bargo.

     (c)     Valid and Binding Agreement.  This Agreement has been 
duly executed and delivered by Bargo and constitutes, and each 
other agreement, instrument, or document executed or to be 
executed by Bargo in connection with the transactions contemplated 
hereby to which it is a party has been, or when executed will be, 
duly executed and delivered by Bargo and constitutes, or when 
executed and delivered will constitute, a valid and legally 
binding obligation of Bargo, enforceable against it in accordance 
with their respective terms, except that such enforceability may 
be limited by (a) applicable bankruptcy, insolvency, 
reorganization, moratorium, and similar laws affecting creditors' 
rights generally and (b) equitable principles which may limit the 
availability of certain equitable remedies (such as specific 
performance) in certain instances.

     (d)     Non-Contravention.  The execution, delivery, and 
performance by Bargo of this Agreement and each other agreement, 
instrument, or document executed or to be executed by Bargo in 
connection with the transactions contemplated hereby to which it 
is a party and the consummation by it of the transactions 
contemplated hereby and thereby do not and will not (a) conflict 
with or result in a violation of any provision of Bargo's 
partnership agreement or other governing instruments, (b) conflict 
with or result in a violation of any provision of, or constitute 
(with or without the giving of notice or the passage of time or 
both) a default under, or give rise (with or without the giving of 
notice or the passage of time or both) to any right of 
termination, cancellation, or acceleration under, any bond, 
debenture, note, mortgage, indenture, lease, contract, agreement, 
or other instrument or obligation to which Bargo is a party or by 
which it or any of its properties may be bound, (c) result in the 
creation or imposition of any lien or other encumbrance upon the 
properties of Bargo, or (d) violate any applicable law, rule or 
regulation binding upon Bargo.

     (e)     Ownership of Bargo Debt Securities and Bargo 
Furniture and Equipment.  Bargo is the sole legal and beneficial 
owner of the Bargo Debt Securities, has good and marketable title 
to such securities, and has the right, power and authority to 
sell, assign, convey, transfer and deliver the same to Future 
pursuant to this Agreement, free and clear of all Claims. Upon 
delivery of certificates representing the Bargo Debt Securities to 
Future as provided in Section 6.4(a), Future will own the Bargo 
Debt Securities, free and clear of all Claims. Bargo is not a 
party to or bound by or aware of any agreement, instrument, proxy, 
judgment or decree, whether written or oral, express or implied, 
other than this Agreement, relating to the voting of, sale, 
assignment, conveyance, transfer, delivery, right of first re-
fusal, option or limitation on transfer of any of the Bargo Debt 
Securities.  Bargo has good and marketable title to the Bargo 
Furniture and Equipment transferred to Future, free and clear of 
all Claims, other than under the Leases.  Upon the execution and 
delivery of bills of sale and assignment transferring the Bargo 
Furniture and Equipment to Future as contemplated by Section 
6.4(a),  Bargo will transfer all right, title and interest in and 
to the Property to Future, free and clear of all Claims, other 
than under the Leases.

     (f)     Approvals.  No consent, approval, order, or 
authorization of, or declaration, filing, or registration with, 
any court or governmental agency or of any third party is required 
to be obtained or made by Bargo in connection with the execution, 
delivery, or performance by it of this Agreement and each other 
agreement, instrument, or document executed or to be executed by 
it in connection with the transactions contemplated hereby to 
which it is a party or the consummation by it of the transactions 
contemplated hereby and thereby.

     (g)     Pending Litigation. There are no pending suits, 
actions, or other proceedings in which Bargo is a party which 
affect the Bargo Debt Securities in any material respect, or 
affecting the execution and delivery of this Agreement or the 
consummation of the transactions contemplated hereby or that 
would, if determined adversely to Bargo, (a) result in the 
impairment or loss of Bargo's ownership of the Bargo Debt 
Securities or (b) restrain, prohibit or impose damage on Future or 
Bargo with respect to the transactions contemplated hereby.

     (h)     Investment Experience.  Bargo and each partner of 
Bargo is an "accredited investor" as defined in Rule 501(a) of the 
Securities Act.

     (i)     Purchase for Own Account.  The Future Common Shares 
to be acquired by Bargo and, pursuant to Rule 145 under the 
Securities Act, deemed acquired by the partners of Bargo, pursuant 
to this Agreement are being acquired for their own account and 
with no intention of distributing or reselling the Future Common 
Shares, or any part thereof, in any transaction that would be in 
violation of the securities laws of the United States of America, 
or any state, without prejudice, however, to the rights of Bargo 
and the partners of Bargo at all times to sell or otherwise 
dispose of all or any part of the Future Common Shares under an 
effective registration statement under the Securities Act, or 
under an exemption from such registration available under the 
Securities Act, and subject, nevertheless, to the disposition of 
Bargo's and each of its partner's property being at all times 
within its control.  If Bargo or one of its partners should in the 
future decide to dispose of any of the Future Common Shares, Bargo 
and each of its partners understands and agrees that it may do so 
only in compliance with the Securities Act and applicable state 
securities laws, as then in effect, and that stop-transfer 
instructions to that effect, where applicable, will be in effect 
with respect to the Future Common Shares.  Bargo and each of its 
partners agrees to the imprinting, so long as required by law, of 
a legend on the certificates representing the Future Common 
Shares, substantially as follows in all material respects;

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN 
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES 
LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED 
OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT 
UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN 
APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH 
LAWS.

     (j)     No Solicitation.  Neither Bargo or any of its 
partners was at any time solicited by any leaflet, public 
promotional meeting, circular, newspaper or magazine article, 
radio or television advertisement, or any other form of general 
advertising or solicitation in connection with the offer, sale or 
purchase of the Future Common Shares under this Agreement.

     (k)     Disclaimer of Warranties.  Other than those expressly 
set out in this Section 3.2, Bargo hereby expressly disclaims any 
and all representations or warranties with respect to the Bargo 
Debt Securities or the Bargo Furniture and Equipment or the 
transactions contemplated hereby, and Future agrees that the Bargo 
Debt Securities and the Bargo Furniture and Equipment are being 
transferred "where is" and "as is".  Specifically as a part of 
(but not in limitation of) the foregoing, Future acknowledges that 
Bargo has not made, and Bargo hereby expressly disclaims, any 
representation or warranty (express, implied, under common law, by 
statute or otherwise) (a) INCLUDING WITHOUT LIMITATION, BARGO 
DISCLAIMS ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, 
FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO MODELS OR 
SAMPLES OF MATERIALS, (b) as to the compliance by Bargo with 
Environmental Laws or (c) as to the status of ownership of or 
title to the Bargo Debt Securities or Bargo Furniture and 
Equipment.

Section 3.3  Representations and Warranties of TJG.  TJG 
represents and warrants to Future as follows:

     (a)     Organization and Existence.  TJG is a corporation 
duly organized, legally existing and in good standing under the 
laws of the State of Texas.  TJG has the corporate power to carry 
on its business as it is now being conducted or currently proposed 
to be conducted.  TJG is duly qualified to do business, and is in 
good standing, in each jurisdiction where the character of its 
properties owned or held under lease or the nature of its 
activities make such qualification necessary, except where the 
failure to be so qualified will not, alone or in the aggregate, 
have a Material Adverse Effect.

     (b)     Power and Authority.  TJG has full corporate power 
and corporate authority to execute, deliver, and perform this 
Agreement and each other agreement, instrument, or document 
executed or to be executed by it in connection with the 
transactions contemplated hereby to which it is a party and to 
consummate the transactions contemplated hereby and thereby.  The 
execution, delivery, and performance by TJG of this Agreement and 
each other agreement, instrument, or document executed or to be 
executed by it in connection with the transactions contemplated 
hereby to which it is a party, and the consummation by it of the 
transactions contemplated hereby and thereby, have been duly 
authorized by all necessary corporate action of TJG.

     (c)     Valid and Binding Agreement.  This Agreement has been 
duly executed and delivered by TJG and constitutes, and each other 
agreement, instrument, or document executed or to be executed by 
TJG in connection with the transactions contemplated hereby to 
which it is a party has been, or when executed will be, duly 
executed and delivered by TJG and constitutes, or when executed 
and delivered will constitute, a valid and legally binding 
obligation of TJG, enforceable against it in accordance with their 
respective terms, except that such enforceability may be limited 
by (a) applicable bankruptcy, insolvency, reorganization, 
moratorium, and similar laws affecting creditors' rights generally 
and (b) equitable principles which may limit the availability of 
certain equitable remedies (such as specific performance) in 
certain instances.

     (d)     Non-Contravention.  The execution, delivery, and 
performance by TJG of this Agreement and each other agreement, 
instrument, or document executed or to be executed by TJG in 
connection with the transactions contemplated hereby to which it 
is a party and the consummation by it of the transactions 
contemplated hereby and thereby do not and will not (a) conflict 
with or result in a violation of any provision of TJG's articles 
of incorporation or by-laws or other governing instruments of TJG, 
(b) conflict with or result in a violation of any provision of, or 
constitute (with or without the giving of notice or the passage of 
time or both) a default under, or give rise (with or without the 
giving of notice or the passage of time or both) to any right of 
termination, cancellation, or acceleration under, any bond, 
debenture, note, mortgage, indenture, lease, contract, agreement, 
or other instrument or obligation to which TJG is a party or by 
which it or any of its properties may be bound, (c) result in the 
creation or imposition of any lien or other encumbrance upon the 
properties of TJG, or (d) violate any applicable law, rule or 
regulation binding upon TJG.

     (e)     Ownership of TJG Debt Securities.  TJG is the sole 
legal and beneficial owner of the TJG Debt Securities, has good 
and marketable title to such securities, and has the right, power 
and authority to sell, assign, convey, transfer and deliver the 
same to Future pursuant to this Agreement, free and clear of all 
Claims. Upon delivery of certificates representing the TJG Debt 
Securities to Future as provided in Section 6.4(b), Future will 
own the TJG Debt Securities, free and clear of all Claims. TJG is 
not a party to or bound by or aware of any agreement, instrument, 
proxy, judgment or decree, whether written or oral, express or 
implied, other than this Agreement, relating to the voting of, 
sale, assignment, conveyance, transfer, delivery, right of first 
refusal, option or limitation on transfer of any of the TJG Debt 
Securities. 

     (f)     Approvals.  No consent, approval, order, or 
authorization of, or declaration, filing, or registration with, 
any court or governmental agency or of any third party is required 
to be obtained or made by TJG in connection with the execution, 
delivery, or performance by it of this Agreement and each other 
agreement, instrument, or document executed or to be executed by 
it in connection with the transactions contemplated hereby to 
which it is a party or the consummation by it of the transactions 
contemplated hereby and thereby.

     (g)     Pending Litigation. There are no pending suits, 
actions, or other proceedings in which TJG is a party which affect 
the TJG Debt Securities in any material respect, or affecting the 
execution and delivery of this Agreement or the consummation of 
the transactions contemplated hereby or that would, if determined 
adversely to TJG, (a) result in the impairment or loss of TJG's 
ownership of the TJG Debt Securities, (b) hinder or impede the 
operation of all or any portion of the TJG Debt Securities or (c) 
restrain, prohibit or impose damage on Future or TJG with respect 
to the transactions contemplated hereby.

     (h)     Investment Experience.  TJG and its stockholder are 
both an "accredited investor" as defined in Rule 501(a) of the 
Securities Act.

     (i)     Purchase for Own Account.  The Future Common Shares 
to be acquired by TJG and, pursuant to Rule 145 under the 
Securities Act, deemed acquired by the stockholder of TJG, 
pursuant to this Agreement are being acquired for their own 
account and with no intention of distributing or reselling the 
shares of Future Common Shares, or any part thereof, in any 
transaction that would be in violation of the securities laws of 
the United States of America, or any state, without prejudice, 
however, to the rights of TJG and its stockholder at all times to 
sell or otherwise dispose of all or any part of the Future Common 
Shares under an effective registration statement under the 
Securities Act, or under an exemption from such registration 
available under the Securities Act, and subject, nevertheless, to 
the disposition of TJG's and its stockholder's property being at 
all times within such person's control.  If TJG or its stockholder 
should in the future decide to dispose of any of the Future Common 
Shares, TJG and its stockholder understand and agree that such 
person may do so only in compliance with the Securities Act and 
applicable state securities laws, as then in effect, and that 
stop-transfer instructions to that effect, where applicable, will 
be in effect with respect to the Future Common Shares.  TJG and 
its stockholder agree to the imprinting, so long as required by 
law, of a legend on the certificates representing the Future 
Common Shares, substantially as follows in all material respects:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN 
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES 
LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED 
OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT 
UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN 
APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH 
LAWS.

     (j)     No Solicitation.  Neither TJG nor its stockholder was 
at any time solicited by any leaflet, public promotional meeting, 
circular, newspaper or magazine article, radio or television 
advertisement, or any other form of general advertising or 
solicitation in connection with the offer, sale or purchase of the 
Future Common Shares under this Agreement.

     (k)     Disclaimer of Warranties.  Other than those expressly 
set out in this Section 3.3, TJG hereby expressly disclaims any 
and all representations or warranties with respect to the TJG Debt 
Securities or the transaction contemplated hereby, and Future 
agrees that the TJG Debt Securities are being transferred "where 
is" and "as is".  Specifically as a part of (but not in limitation 
of) the foregoing, Future acknowledges that TJG has not made, and 
TJG hereby expressly disclaims, any representation or warranty 
(express, implied, under common law, by statute or otherwise).


                                ARTICLE IV

                Representations and Warranties of Future

     Future hereby represents and warrants to Bargo, Resources and TJG 
as follows:

     Section 4.1     Organization and Existence.  Future is a 
corporation duly organized, legally existing and in good standing under 
the laws of the State of Utah.  Future has the corporate power and 
authority to carry on its business as it is now being conducted or 
currently proposed to be conducted.  Future is duly qualified to do 
business, and is in good standing, in each jurisdiction where the 
character of its properties owned or held under lease or the nature of 
its activities make such qualification necessary, except where the 
failure to be so qualified will not, alone or in the aggregate, have a 
Material Adverse Effect.

     Section 4.2     Power and Authority.  Future has full corporate 
power and corporate authority to execute, deliver, and perform this 
Agreement and each other agreement, instrument, or document executed or 
to be executed by Future in connection with the transactions 
contemplated hereby to which it is a party, to issue the Future 
Preferred Shares and Future Common Shares as contemplated by this 
Agreement, and to consummate the transactions contemplated hereby and 
thereby.  The execution, delivery, and performance by Future of this 
Agreement (including the issuance of the Future Preferred Shares and 
Future Common Shares) and each other agreement, instrument, or document 
executed or to be executed by Future in connection with the transactions 
contemplated hereby to which it is a party, and the consummation by it 
of the transactions contemplated hereby and thereby, have been duly 
authorized by all necessary corporate action of Future.

     Section 4.3     Valid and Binding Agreement.  This Agreement has 
been duly executed and delivered by Future and constitutes, and each 
other agreement, instrument, or document executed or to be executed by 
Future in connection with the transactions contemplated hereby to which 
it is a party has been, or when executed will be, duly executed and 
delivered by Future and constitutes, or when executed and delivered will 
constitute, a valid and legally binding obligation of Future, 
enforceable against it in accordance with their respective terms, except 
that such enforceability may be limited by (a) applicable bankruptcy, 
insolvency, reorganization, moratorium, and similar laws affecting 
creditors' rights generally and (b) equitable principles which may limit 
the availability of certain equitable remedies (such as specific 
performance) in certain instances.

     Section 4.4     Authorization of Preferred Stock and Future Common 
Stock. The Future Preferred Shares to be issued to Resources hereunder, 
have been duly authorized and, when issued as contemplated by this 
Agreement, will be fully paid and non-assessable, and will entitle the 
holder thereof to the rights and preferences set forth in the 
Certificate of Designation.  The Future Common Shares to be issued to 
each of Bargo and TJG hereunder have been authorized and, when issued as 
contemplated by this Agreement, will be fully paid and non-assessable, 
and will entitle the holders thereof to the rights and preferences set 
forth in Future's Articles of Incorporation and the Certificate of 
Designation.

     Section 4.5     Non-Contravention.  The execution, delivery, and 
performance by Future of this Agreement and each other agreement, 
instrument, or document executed or to be executed by Future in 
connection with the transactions contemplated hereby to which it is a 
party and the consummation by it of the transactions contemplated hereby 
and thereby do not and will not (a) conflict with or result in a 
violation of any provision of the articles of incorporation or bylaws or 
other governing instruments of Future, (b) conflict with or result in a 
violation of any provision of, or constitute (with or without the giving 
of notice or the passage of time or both) a default under, or give rise 
(with or without the giving of notice or the passage of time or both) to 
any right of termination, cancellation, or acceleration under, any bond, 
debenture, note, mortgage, indenture, lease, contract, agreement, or 
other instrument or obligation to which Future is a party or by which 
Future or any of its properties may be bound, (c) result in the creation 
or imposition of any lien or other encumbrance upon the properties of 
Future, or (d) violate any applicable law, rule or regulation binding 
upon Future.

     Section 4.6     Approvals.  No consent, approval, order, or 
authorization of, or declaration, filing, or registration with, any 
court or governmental agency or of any third party is required to be 
obtained or made by Future in connection the execution, delivery, or 
performance by Future of this Agreement (including the issuance of the 
Future Preferred Shares and Future Common Shares as contemplated hereby) 
and each other agreement, instrument, or document executed or to be 
executed by Future in connection with the transactions contemplated 
hereby to which it is a party or the consummation by it of the 
transactions contemplated hereby and thereby, compliance with any 
applicable requirements of the Securities Act and any applicable state 
securities laws.

     Section 4.7     Capitalization. The authorized capital stock of 
Future consists of 30,000,000 shares of Future Common Stock, and 200,000 
shares of Future Preferred Stock.  As of the date of this Agreement, 
13,986,733 shares of Future Common Stock were validly issued and 
outstanding, fully paid, and non-assessable, and no shares of Preferred 
Stock were issued and outstanding.  As of the date of this Agreement, 
there are no bonds, debentures, notes or other indebtedness issued or 
outstanding having the right to vote on any matters on which Future's 
stockholders may vote.  As of the date of this Agreement, other than as 
set forth in Schedule 4.7, in the SEC Documents or as contemplated by 
this Agreement, there are no options, warrants, calls, convertible 
securities or other rights, agreements or commitments presently 
outstanding obligating Future to issue, deliver or sell shares of its 
capital stock or debt securities, or obligating Future to grant, extend 
or enter into any such option, warrant, call or other such right, 
agreement or commitment, and, except for exercises thereof, there have 
been no changes in the number of such securities through the date of 
this Agreement.

     Section 4.8     Certificates for Future Preferred and Common 
Shares.  The certificates delivered to Resources at the Closing 
representing the Future Preferred Shares and the certificates delivered 
to Bargo and TJG representing the Future Common Shares, will conform to 
the requirements of the Utah Business Corporation Act.

     Section 4.9     SEC Filings.  Except as otherwise disclosed to 
Bargo, Resources and TJG, Future is current in its obligations to file 
all periodic reports and proxy statements with the Commission required 
to be filed under the Exchange Act.  Future's Annual Report on Form 10-
KSB for the year ended December 31, 1997, Future's Form 8-K/A filed on 
February 27, 1998, Forms 8-K and 8-K/A filed October 30, 1998, Form 8-K 
filed December 4, 1998, and Future's Quarterly Reports on Form-10QSB for 
the quarter ending March 31, 1998, June 30, 1998 and September 30, 1998 
(collectively, the "SEC Documents") are all of the documents the Future 
was required to file with the Commission since January 1, 1998.  As of 
their respective dates, the SEC Documents complied as to form in all 
material respects with the requirements of the Exchange Act and the 
rules and regulations of the SEC thereunder applicable to such SEC 
Documents.  The SEC Documents do not contain an untrue statement of a 
material fact or omit to state a material fact required to be stated 
therein or necessary to make the statements therein not misleading in 
light of circumstances then existing.  The audited Consolidated 
financial statements and unaudited Consolidated interim financial 
statements of Future included in the SEC Documents comply as to form in 
all material respects with applicable accounting requirements and with 
the published rules and regulations of the SEC with respect thereto; 
present fairly in all material respects, in conformity with GAAP applied 
on a consistent basis, the Consolidated financial position of Future as 
of the dates thereof and its Consolidated results of operations and 
changes in financial position for the periods then ended (subject to 
normal year-end adjustments in the case of the unaudited interim 
financial statements and the fact that certain information and notes 
have been condensed or omitted in accordance with the Exchange Act and 
the rules promulgated thereunder); and are in all material respects in 
accordance with the books of account and records of Future and its 
subsidiaries.  There are no material liabilities of Future (contingent 
or otherwise), other than as disclosed in the SEC Documents and the 
financial statements included therein.

     Section 4.10     No Other Representations or Warranties.  Except 
for the representations and warranties contained in this Article IV, 
neither Future nor any other Person makes any other express or implied 
representation or warranty on behalf of Future.


                               ARTICLE V

                           Certain Covenants

     Section 5.1     Access to Information.

     (a)     From the date hereof until Closing, each of Resources and 
Bargo and TJG will use its reasonable best efforts to give Future, and 
the officers, employees, accountants, counsel, financial advisors and 
other representatives of Future, access during normal business hours, to 
the premises, books and records of Resources and Bargo and TJG, 
pertaining to the Property, and Resources and Bargo will use their 
reasonable best efforts to arrange for Future, and its attorneys and 
other representatives, to have access to any such books or records in 
the offices of Resources and Bargo.  Resources and Bargo shall not be 
obligated to provide Future with access to any records or data which 
Resources or Bargo cannot provide to Future without, in its reasonable 
opinion, breaching confidentiality agreements with other parties.  
Future recognizes and agrees that all materials made available to it 
(whether pursuant to this Section or otherwise) in connection with the 
Property are made available to it as an accommodation and without 
representation or warranty of any kind as to the accuracy and 
completeness of such materials.

     (b)     From the date hereof until Closing, Future will use its 
reasonable best efforts to give Resources, Bargo and TJG and to the 
officers, employees, accountants, counsel, financial advisors and other 
representatives of Resources, Bargo and TJG, access during normal 
business hours to the premises, books and records of Future and the 
Subsidiaries and will furnish to Resources, Bargo and TJG (i) a copy of 
each report, schedule, registration statement and other documents filed 
by it during such period pursuant to the requirements of federal or 
state securities laws, and (ii) such other information with respect to 
its business and properties as Resources, Bargo and TJG reasonably 
requests.  Future shall not be obligated to provide Resources, Bargo and 
TJG with access to any records or data which Future cannot provide to 
Resources, Bargo and TJG without, in its reasonable opinion, breaching 
confidentiality agreements with other parties.  Resources, Bargo and TJG 
recognizes and agrees that all materials made available to it (whether 
pursuant to this Section or otherwise) are made available to it as an 
accommodation and without representation or warranty of any kind as to 
the accuracy and completeness of such materials.

     Section 5.2     Confidentiality.

     (a)     Each Receiving Party (as defined below) agrees that all 
Confidential Information (as defined below) shall be kept confidential 
by the Receiving Party and shall not be disclosed by the Receiving Party 
in any manner whatsoever; provided, however, that (i) any of such 
Confidential Information may be disclosed to such directors, officers, 
employees, and authorized representatives (including without limitation 
attorneys, accountants, consultants, and financial advisors) of the 
Receiving Party (collectively, for purposes of this Section, "Receiving 
Party Representatives") as need to know such information for the purpose 
of evaluating the transactions contemplated hereby (it being understood 
that each Receiving Party Representative shall be informed by the 
Receiving Party of the confidential nature of such information and shall 
be required to treat such information confidentially and that the 
Receiving Party and a Receiving Party Representative shall be 
responsible for any breach of this Section by such Receiving Party 
Representative), (ii) any disclosure of Confidential Information may be 
made to the extent to which the Disclosing Party (as defined below) 
consents in writing, (iii) Confidential Information may be disclosed by 
the Receiving Party or any Receiving Party Representative to the extent 
that, in the opinion of counsel for the Receiving Party or such 
Receiving Party Representative, the Receiving Party or such Receiving 
Party Representative is legally compelled to do so, provided that, prior 
to making such disclosure, the Receiving Party or such Receiving Party 
Representative, as the case may be, advises and consults with the 
Disclosing Party regarding such disclosure and provided further that the 
Receiving Party or such Receiving Party Representative, as the case may 
be, discloses only that portion of the Confidential Information as is 
legally required.  The Receiving Party agrees that none of the 
Confidential Information will be used for any purpose other than in 
connection with the transactions contemplated hereby.  The term 
"Confidential Information", as used herein, means all information 
(irrespective of the form of communication) obtained by or on behalf of 
the Receiving Party from the Disclosing Party or its representatives 
pursuant to this Section and all similar information obtained from the 
Disclosing Party or its representatives by or on behalf of the Receiving 
Party prior to the date of this Agreement, other than information which 
(A) was or becomes generally available to the public other than as a 
result of disclosure by the Receiving Party or any Receiving Party 
Representative, (B) was or becomes available to the Receiving Party on a 
nonconfidential basis prior to disclosure to the Receiving Party by the 
Disclosing Party or its representatives, or (C) was or becomes available 
to the Receiving Party from a source other than the Disclosing Party and 
its representatives, provided that such source is not known by the 
Receiving Party (after reasonable due inquiry) to be bound by a legal, 
contractual or fiduciary obligation to the Disclosing Party.  As used in 
this Section, the term "Receiving Party" shall mean (x) Future, when the 
Disclosing Party is Resources, Bargo or TJG, and (y) Resources, Bargo or 
TJG as the case may be, when the Disclosing Party is Future.  As used in 
this Section, the term "Disclosing Party" shall mean (xx) Future, when 
the Receiving Party is Resources, Bargo or TJG, and (yy) Resources, 
Bargo or TJG as the case may be, when the Receiving Party is Future.

     (b)     If this Agreement is terminated, the Receiving Party shall 
promptly return at its expense, and shall cause all Receiving Party 
Representatives to promptly return at the Receiving Party's expense, all 
Confidential Information to the Disclosing Party without retaining any 
copies thereof, provided that such portion of the Confidential 
Information as consists of notes, compilations, analyses, reports, 
studies, or other documents prepared by the Receiving Party or the 
Receiving Party Representatives shall be destroyed (and the Receiving 
Party and each Receiving Party Representative shall certify such 
destruction in writing to the Disclosing Party if requested by the 
Disclosing Party).

     Section 5.3     Registration Rights Agreements; Shareholder 
Agreement.  Future, TJG, Bargo and Resources shall, and Resources shall 
use its reasonable best efforts to cause its partners to, enter into the 
First Amendment to the Resources Registration Rights Agreement and the 
Amended and Restated Shareholders Agreement at (and subject to the 
occurrence of) the Closing. 

Each party hereto shall use all reasonable efforts to cause the 
EnCap Entities to enter into the Amended and Restated Shareholders 
Agreement and First Amendment to EnCap Registration Rights Agreement and 
shall use all reasonable efforts to cause the Price Group to execute the 
Amended and Restated Shareholders Agreement and the First Amendment to 
the Price Registration Rights Agreement.

     Section 5.4     Cooperation in Receipt of Required Consents.  
Future, Resources, Bargo and TJG each agree to cooperate and use their 
reasonable best efforts to obtain all consents that may be necessary or 
which may be reasonably requested by a party hereto to consummate the 
transactions contemplated by this Agreement, including receipt of the 
approvals or consents as may be required under the Assumed Leases.  

Section 5.5     Amendment of Articles of Incorporation. Future 
shall take all actions necessary in accordance with its articles of 
incorporation and bylaws to call a meeting of its shareholders (the 
"Shareholders' Meeting") to be held as promptly as practicable after the 
date hereof for the purpose of approving and adopting an amendment (the 
"Amendment") to Future's Articles of Incorporation (i) increasing the 
authorized number of shares of Future Common Stock to 75 million shares 
and (ii) changing the name of Future to "Bargo Energy Company".  The 
Company shall cause the Board (a) to recommend to the Company's 
shareholders approval of the Amendment, (b) not to withdraw, modify or 
change such recommendation and (c) to continue to recommend to the 
shareholders of the Company the approval and the adoption of such 
matters. As promptly as practicable after the execution of this 
Agreement, the Company shall prepare and file with the SEC an 
information statement with respect to the approval and adoption by the 
Company's shareholders of the Amendment. As promptly as practicable 
after the clearance of the information statement by the SEC but subject 
to the fourth sentence of this Section 5.5, the Company shall mail the 
information statement to its shareholders of record at least 20 calendar 
days prior to the meeting of stockholders.  Following approval of the 
stockholders voting at the meeting, the Company will promptly file the 
Amendment with the Secretary of State of Utah, and otherwise cause the 
Amendment to become effective.  

     Section 5.6     Certain Affirmative Post-Closing Covenants.  
Subject to the occurrence of the Closing, the covenants and agreements 
contained in Sections 6.2 through Section 6.8 of that certain Note 
Restructuring Agreement, dated August 14, 1998 between Future, Energy 
Capital Investment Company plc, an English Investment Company and EnCap 
1994 Limited Partnership, a Texas limited partnership, are hereby 
incorporated herein and Future shall be deemed to have made such 
covenants and agreements with Resources, Bargo and TJG.

     Section 5.7     Resignation of Directors.  Future shall use its 
reasonable best efforts to cause the resignation of Chuck Laudeman and 
Don Reynolds as directors of Future, and the appointment of two nominees 
chosen by Bargo as directors of Future in each case effective as of the 
Closing Date.

     Section 5.8     Change of Name.  Promptly following the Closing, 
Bargo and Resources shall change their names to remove the word "Bargo", 
and Bargo and Resources shall cause each of their affiliates to remove 
the word "Bargo" from their respective names.  

     Section 5.9     Management Agreement.  Future and Bargo shall, and 
Bargo shall cause all other parties to, enter into the Administrative 
Services Agreement at (and subject to the occurrence of) the Closing.  

     Section 5.10     Certificate of Designation.  Prior to the Closing, 
Future shall file the Certificate of Designation with the Utah Secretary 
of State.


                             ARTICLE VI

     Conditions Precedent to the Obligations of the Parties; Closing 
                            Deliveries

     Section 6.1     Conditions Precedent to the Obligations of Future.  
The obligations of Future to consummate the transactions contemplated by 
this Agreement shall be subject to the fulfillment on or prior to the 
Closing Date of each of the following conditions (which may be waived by 
Future in writing):

     (a)     Each and every representation of Resources, Bargo or 
TJG under this Agreement shall be true and accurate as of the date 
when made and shall be deemed to have been made again at and as of 
the time of the Effective Time and the Closing and shall at and as 
of the Effective Time and such time of Closing be true and 
accurate in all material respects except as to changes 
specifically contemplated by this Agreement or consented to in 
writing by Future.

     (b)     Each of Resources, Bargo and TJG shall have performed 
and complied in all material respects with (or compliance 
therewith shall have been waived in writing by Future) each and 
every covenant, agreement and condition required by this Agreement 
to be performed or complied with by them prior to or at the 
Closing.

     (c)     Future shall have received a certificate executed by 
the general partner of Resources, the manager of Bargo and the 
President of TJG, in each case dated the Closing Date, 
representing and certifying that the conditions set forth in 
subsections (a) and (b) have been fulfilled as to such entity.

     (d)     No suit, action or other proceedings shall, on the 
date of Closing, be pending or threatened before any court or 
governmental agency seeking to restrain, prohibit, or obtain 
damages or other relief in connection with the consummation of the 
transactions contemplated by this Agreement.

     (e)     Resources and Bargo shall have received any consents 
or approvals necessary to convey the Property or the Bargo 
Furniture and Equipment, as the case may be, to Future as 
contemplated by Section 5.4 all in form and substance reasonably 
satisfactory to Future.

     (f)     The EnCap Entities shall have executed the Amended 
and Restated Shareholders' Agreement and First Amendment to EnCap 
Registration Rights Agreement as contemplated by Section 5.3.

     (g)     Future shall have received financing for the cash 
portion of the purchase price on terms satisfactory to Future, it 
its discretion.

     Section 6.2     Conditions Precedent to the Obligations of 
Resources, Bargo and TJG.  The obligations of each of Resources, Bargo 
and TJG to consummate the transactions contemplated by this Agreement 
shall be subject to the fulfillment on or prior to the Closing Date of 
each of the following conditions (which may be waived by Resources, 
Bargo and TJG in writing):

     (a)     Each and every representation of Future under this 
Agreement shall be true and accurate as of the date when made and 
shall be deemed to have been made again at and as of the Effective 
Time and the time of Closing and shall at and as of the Effective 
Time and such time of Closing be true and accurate in all material 
respects except as to changes specifically contemplated by this 
Agreement or consented to by each of Resources, Bargo and TJG.

     (b)     Future shall have performed and complied in all 
material respects with (or compliance therewith shall have been 
waived by Resources, Bargo and TJG) each and every covenant, 
agreement and condition required by this Agreement to be performed 
or complied with by Future prior to or at the Closing.

     (c)     Resources, Bargo and TJG shall have received a 
certificate executed by the president of Future, dated the Closing 
Date, representing and certifying that the conditions set forth in 
subsections (a) and (b) have been fulfilled.

     (d)     No suit, action or other proceedings shall, on the 
date of Closing, be pending or threatened before any court or 
governmental agency seeking to restrain, prohibit, or obtain 
damages or other relief in connection with the consummation of the 
transactions contemplated by this Agreement.

     (e)     Future shall have received the resignations 
contemplated by Section 5.7.

     (f)     The EnCap Entities shall have executed the First 
Amendment to Shareholders' Agreement and First Amendment to EnCap 
Registration Rights Agreement as contemplated by Section 5.3.

     Section 6.3     Future's Closing Deliveries.  At the Closing, 
Future shall make the following deliveries:

     (a)     To Bargo:

     (i)     The officer's certificate contemplated by Section 6.2(c); 

     (ii)    A certificate registered in the name of Bargo, 
             representing 7,078,333 validly issued, fully paid and non-
             assessable shares of Future Common Shares; 

     (iii)   A duly executed counterpart of the First 
             Amendment to Resources Registration Rights Agreement; and

     (iv)     A duly executed Administrative Services Agreement.

     (b)     To TJG:

     (i)     The officer's certificate contemplated by Section 6.2(c);

     (ii)    A certificate registered in the name of TJG 
             representing 1,255,000 validly issued, fully paid and non-
             assessable Future Common Shares; and

    (iii)    A duly executed counterpart of the First 
             Amendment to Resources Registration Rights Agreement.

     (c)     To Resources:

     (i)     The officers certificate contemplated by 
             Section 6.2(c); 

     (ii)    a cashier's check payable to the order of 
             Resources, or a wire transfer to Resources' account of $2.0 
             million;

     (iii)   A certificate registered in the name of 
             Resources representing 100,000 validly issued, fully paid and 
             non-assessable Future Preferred Shares; and

     (iv)    A duly executed counterpart of the First 
             Amendment to the Resources Registration Rights Agreement.

     Section 6.4     Deliveries to Future.  At the Closing, the 
following deliveries shall be made to Future:

     (a)     By Bargo.  Bargo shall make the following deliveries 
             to Future at the Closing:

     (i)     The officer's certificate contemplated by 
             Section 6.1(c); 

     (ii)    The Bargo Debt Securities, duly executed for 
             transfer to Future or accompanied by an assignment separate 
             from certificate duly executed for transfer to Future;

     (iii)   An executed counterpart of the First 
             Amendment to Resources Registration Rights Agreement;

     (iv)    The duly executed Administrative Services 
             Agreement; and 

     (v)     A bill of sale and assignment transferring the 
             Bargo Furniture and Equipment to Future.

     (b)     By TJG.  TJG shall make the following deliveries to 
             Future at the Closing:

     (i)     The officer's certificate contemplated by 
             Section 6.1(c); 

     (ii)    The TJG Debt Securities, duly executed for 
             transfer to Future or accompanied by an assignment separate 
             from certificate duly executed for transfer to Future; and

     (iii)   An executed counterpart of the First 
             Amendment to Resources Registration Rights Agreement.

     (c)     By Resources.  Resources shall make the following 
             deliveries to Future at the Closing.

     (i)     The officer's certificate contemplated by 
             Section 6.1(c);

     (ii)    Executed copies of such Bills of Sale and 
             Assignment or conveyances of real property as shall be 
             necessary to vest ownership of the Property in Future; 

     (iii)   Executed copies of any consents and approvals 
             received as contemplated by Section 5.4; and
     
     (iv)    An executed counterpart of the First Amendment 
             to Resources Registration Rights Agreement.


                             ARTICLE VII

                   Termination of This Agreement

     Section 7.1     No Solicitation.

     (a)     Future shall not, nor shall it permit any of its 
Subsidiaries to, nor shall it authorize or permit any officer, director 
or employee of or any investment banker, attorney or other advisor, 
agent or representative of Future or any of its Subsidiaries to, 
directly or indirectly, (i) solicit, initiate or encourage the 
submission of any takeover proposal, (ii) enter into any agreement 
(other than confidentiality and standstill agreements in accordance with 
the immediately following proviso) with respect to any takeover 
proposal, or (iii) participate in any discussions or negotiations 
regarding, or furnish to any person any information with respect to, or 
take any other action to facilitate any inquiries or the making of any 
proposal that constitutes, or may reasonably be expected to lead to, any 
takeover proposal; provided, however, in the case of this clause (iii), 
Future may, in response to a superior proposal (as defined in paragraph 
7.1(b), including the determination by Future's Board of Directors as 
set forth in such paragraph) that was not solicited by Future or any 
Future representative and that did not otherwise result from a breach or 
a deemed breach of this Section 7.1(a), and subject to providing prior 
written notice of its decision to take such action to Resources and 
compliance with Section 7.1(c), to the extent required by the fiduciary 
obligations of the Board of Directors of Future, determined in good 
faith by a majority of the disinterested members thereof based on the 
advice of outside counsel, furnish information to, or engage in 
discussions or negotiations with, any person regarding such superior 
proposal, provided that such person executes a confidentiality 
agreement.  For purposes of this Agreement, "takeover proposal" means 
(i) any proposal or offer, other than a proposal or offer by Resources 
or any of its affiliates, for a merger, share exchange or other business 
combination involving Future (excluding an acquisition by Future 
otherwise permitted to be made by Future under this Agreement and which 
does not involve a direct merger with or into Future), (ii) any proposal 
or offer, other than a proposal or offer by Resources, Bargo or TJG or 
any of their affiliates, to acquire from Future or any of their 
affiliates in any manner, directly or indirectly, a greater than 20% of 
the voting or equity interest in Future or the acquisition of a material 
amount of the assets of Future and its subsidiaries, taken as a whole, 
including an investment in or acquisition of securities of a subsidiary 
of Future, to the extent so material, or (iii) any proposal or offer, 
other than a proposal or offer by Resources, Bargo, TGJ, or any of their 
affiliates, to acquire from the stockholders of Future by tender offer, 
exchange offer or otherwise more than 20% of Future Common Stock then 
outstanding.  Notwithstanding the foregoing, (i) Future may engage in 
discussions with any Person or group that has made an unsolicited 
takeover proposal for the limited purpose of determining whether such 
proposal (as opposed to any further negotiated proposal) is a superior 
proposal and (ii) nothing contained herein shall prohibit Future from 
taking and disclosing to its stockholders a position contemplated by 
Rule 14e-2(a) following Resources' receipt of a notice of a superior 
proposal.

     (b)     Neither the Board of Directors of Future nor any committee 
thereof shall, except in connection with the termination of this 
Agreement pursuant to Section 7.2(a) or (b) or (e), (i) withdraw or 
modify, or propose to withdraw or modify, in a manner adverse to 
Resources the approval or recommendation by the Board of Directors of 
Future or any such committee of this Agreement or the transactions 
contemplated hereby, or take any action having such effect or (ii) 
approve or recommend, or propose to approve or recommend, any takeover 
proposal. Notwithstanding the foregoing, in the event the Board of 
Directors of Future receives a takeover proposal that, in the exercise 
of its fiduciary obligations (as determined in good faith by a majority 
of the disinterested members thereof based on the advice of outside 
counsel), it determines to be a superior proposal, the Board of 
Directors may withdraw or modify its approval or recommendation of this 
Agreement and may (subject to the following sentence) terminate this 
Agreement, in each case at any time after midnight on the third business 
day following Resources' receipt of written notice (a "Notice of 
Superior Proposal") advising Resources that the Future Board of 
Directors has received a takeover proposal which it has determined to be 
a superior proposal, specifying the material terms and conditions of 
such superior proposal (including the proposed financing for such 
proposal and a copy of any documents conveying such proposal) and 
identifying the Person making such superior proposal. Future may 
terminate this Agreement pursuant to the preceding sentence only if 
Future shall have paid to Resources the Future Termination Fee (as 
defined below). 

     (c)     In the event that the Board of Directors of Future or any 
committee thereof shall (i) withdraw or modify in a manner adverse to 
Resources the approval or recommendation by the Board of Directors of 
Future or any such committee of this Agreement or take any action having 
such effect or (ii) approve or recommend, or propose to approve or 
recommend, any takeover proposal, Resources may terminate this Agreement 
subject to Section 7.2 hereof.

     (d)     For purposes of this Agreement, a "superior proposal" means 
any bona fide takeover proposal to acquire, directly or indirectly, more 
than 50% of Future Common Stock then outstanding or more than 50% of the 
assets of Future and its subsidiaries, and otherwise on terms which a 
majority of the disinterested members of the Board of Directors of 
Future determines in its good faith reasonable judgment (based on the 
written advice of a financial advisor of nationally recognized 
reputation, a copy of which shall be provided to Resources) to be more 
favorable to Future's stockholders than the transaction contemplated by 
this Agreement.

     (e)     In addition to the obligations of Future set forth in 
paragraph (b), Future shall promptly advise Resources orally and in 
writing of any takeover proposal or any inquiry with respect to or which 
could lead to any takeover proposal, the material terms and conditions 
of such inquiry or takeover proposal (including the financing for such 
proposal and a copy of such documents conveying such proposal), and the 
identity of the person making any such takeover proposal or inquiry.  
Future will keep Resources fully informed of the status and details of 
any such takeover proposal or inquiry.

     Section 7.2     Fee and Expense Reimbursements.

     (a)     Future agrees to pay Resources a fee in immediately 
available funds of $100,000 (the "Future Termination Fee") promptly upon 
the termination of the Agreement in the event this Agreement is 
terminated by Future pursuant to Section 7.1(b) or by Resources pursuant 
to Section 7.1(c).

     (b)     In the event this Agreement is terminated for any reason 
other than a material breach by Resources, Future also agrees to pay to 
Resources the Future Termination Fee if (i) after the date hereof and 
before the termination of this Agreement, a takeover proposal shall have 
been made and publicly announced by any person or group of persons (an 
"Acquiring Person") and (ii) after the date hereof and at or prior to 12 
months after the date of termination of this Agreement, the Acquiring 
Person or any affiliate of the Acquiring Person shall have effected an 
Alternative Transaction (as defined below). An Alternative Transaction 
shall mean (i) a merger, share exchange or other business combination or 
other transaction in which more than 20% of the voting securities of 
Future or a material amount of the assets of Future and its 
subsidiaries, taken as a whole, is acquired, including an investment in 
or acquisition of securities of a subsidiary of Future to the extent so 
material, or (ii) any acquisition from the stockholders of Future by 
tender offer, exchange offer or otherwise of more than 20% of the 
outstanding Future Common Stock.  The Future Termination Fee payable 
under this Section 7.2(b) shall be payable as a condition to the 
consummation of the Alternative Transaction.

     Section 7.3     Termination of the Agreement.  In addition to the 
provisions for termination provided for in Section 7.1 and 7.2, the 
Agreement may be terminated as follows:

     (a)     by mutual consent of Resources, Bargo, TJG and 
             Future;

     (b)     by either Resources, Bargo, TJG or Future:

     (i)     in the event of a breach by any other party of 
             any material representation, warranty, covenant or agreement 
             contained in this Agreement;

     (ii)     if a court of competent jurisdiction or other 
              governmental authority shall have issued an order, decree, or 
              ruling or taken any other action (which order, decree, or ruling 
              the parties hereto shall use their best efforts to lift), in each 
              case permanently restraining, enjoining, or otherwise prohibiting 
              the transactions contemplated by this Agreement;

     (iii)    if the Closing shall not have occurred by 
              December 31, 1998; provided, however, that the right to terminate 
              this Agreement under this clause (iii) shall not be available to 
              any party whose breach of this Agreement has been the cause of, or
              resulted in, the failure of the Closing to occur on or before such
              date.

The right of any party hereto to terminate this Agreement pursuant 
to this Section 7.3 shall remain operative and in full force and effect 
regardless of any investigation made by or on behalf of any party 
hereto, any person controlling any such party or any of their respective 
officers, directors, employees, accountants, consultants, legal counsel, 
agents, or other representatives whether prior to or after the execution 
of this Agreement. Notwithstanding anything in the foregoing to the 
contrary, a party that is in material breach of this Agreement shall not 
be entitled to terminate this Agreement.

     Section 7.4     Effect of Termination.  In the event of the 
termination of this Agreement under Section 7.3, written notice thereof 
shall forthwith be given to the other parties specifying the provision 
hereof pursuant to which such termination is made, and this Agreement 
(except for the provisions of this Section 7.4, which shall survive such 
termination) shall forthwith become null and void.  In the event of a 
termination of this Agreement as provided in Section 7.3, there shall be 
no liability on the part of Resources, Bargo, TJG or Future, except for 
liability arising out of a breach of, or misrepresentation under, this 
Agreement.


                              ARTICLE VIII

                                Notices

     All notices and other communications required under this Agreement 
shall (unless otherwise specifically provided herein) be in writing and 
be delivered personally, by recognized commercial courier or delivery 
service (which provides a receipt), by telecopier (with receipt 
acknowledged), or by registered or certified mail (postage prepaid), at 
the following addresses:

    If to Resources, Bargo or TJG: Bargo Energy Resources, Ltd.
                                   700 Louisiana, Suite 3700
                                   Houston, Texas 77002
                                   Attention:  Tim J. Goff
                                   Fax No.:  713-236-9799

    If to Future:                  Future Petroleum Corporation
                                   2351 West Northwest Highway
                                   Suite 2130
                                   Dallas, Texas 75220
                                   Attention:  Carl Price
                                   Fax No.:  214-350-8382

and shall be considered delivered on the date of receipt.  Either 
Future, on the one hand, or Resources, Bargo or TJG, on the other hand, 
may specify as its proper address any other post office address within 
the continental limits of the United States by giving notice to the 
other, in the manner provided in this Article, at least three days prior 
to the effective date of such change of address.


                               ARTICLE IX  

                              Commissions

     Resources, Bargo and TJG each agree to indemnify and hold harmless 
Future from and against any and all claims, obligations, actions, 
liabilities, losses, damages, costs or expenses (including court costs 
and attorneys fees) of any kind or character arising out of or resulting 
from any agreement, arrangement or understanding alleged to have been 
made by, or on behalf of any of them with any broker or finder in 
connection with this Agreement or the transactions contemplated hereby.  
Future agrees to indemnify and hold harmless Resources, Bargo and TJG 
from and against any and all claims, obligations, actions, liabilities, 
losses, damages, costs or expenses (including court costs and attorneys 
fees) of any kind or character arising out of or resulting from any 
agreement, arrangement or understanding alleged to have been made by, or 
on behalf of, Future with any broker or finder in connection with this 
Agreement or the transactions contemplated hereby.


                              ARTICLE X

                         Miscellaneous Matters

     Section 10.1     Survival of Representations and Warranties.  All 
representations and warranties made herein by Future, Resources, Bargo 
and TJG shall be continuing and shall be true and correct on and as of 
the date of Closing and shall survive the Closing.

     Section 10.2     Further Assurances.  From time to time after the 
Closing, at the request of any party hereto and without further 
consideration, Resources, Bargo and TJG, on the one hand, and Future, on 
the other hand, shall execute and deliver to the requesting party such 
instruments and documents and take such other action (but without 
incurring any material financial obligation) as such requesting party 
may reasonably request in order to consummate more fully and effectively 
the transactions contemplated hereby.

     Section 10.3     Binding Effect: Successors and Assigns; No Third 
Party Benefit.  The Agreement shall be binding on the parties hereto and 
their respective successors and permitted assigns.  No party hereto 
shall have the right to assign its rights under this Agreement without 
the prior written consent of the other party first having been obtained.  
Notwithstanding anything contained in this Agreement to the contrary, 
nothing in this Agreement, either express or implied, is intended to 
confer on any person other than the parties hereto or their respective 
successors and permitted assigns any rights, remedies, obligations or 
liabilities under or by reason of this Agreement.

     Section 10.4     Expenses.  Each party shall bear and pay all 
expenses incurred by it in connection with the transactions contemplated 
by this Agreement.

     Section 10.5     Entire Agreement.  This Agreement contains the 
entire understanding of the parties hereto with respect to subject 
matter hereof and supersedes all prior agreements, understandings, 
negotiations, and discussions among the parties with respect to such 
subject matter.  Time is of the essence in this Agreement.

     Section 10.6     Public Statements.  Resources, Bargo and TJG, on 
the one hand, and Future, on the other hand, shall consult with each 
other with regard to all publicity and other releases at or prior to 
Closing concerning this Agreement and the transactions contemplated 
hereby and, except as required by applicable law or the applicable rules 
or regulations of any governmental body or stock exchange, neither 
Resources, Bargo and TJG, on the one hand, nor Future, on the other 
hand, shall issue any publicity or other release without the prior 
consent of the other.

     Section 10.7     Injunctive Relief.  The parties hereto acknowledge 
and agree that irreparable damage would occur in the event any of the 
provisions of this Agreement were not performed in accordance with their 
specific terms or were otherwise breached.  It is accordingly agreed 
that the parties shall be entitled to an injunction or injunctions to 
prevent breaches of the provisions of this Agreement, and shall be 
entitled to enforce specifically the provisions of this Agreement, in 
any court of the United States or any state thereof having jurisdiction, 
in addition to any other remedy to which the parties may be entitled 
under this Agreement or at law or in equity.

     Section 10.8     Deceptive Trade Practices.  To the extent 
applicable to the transaction contemplated hereby or any portion 
thereof, Future can and does expressly waive the provisions of the Texas 
Deceptive Trade Practices-Consumer Protection Act, Section 17.41 et 
seq., Texas Business & Commerce Code, other than Section 17.555, which 
is not waived, and all other consumer protection laws of the State of 
Texas, or any other state, applicable to this transaction that may be 
waived by the parties.  In connection with such waiver, Future hereby 
represents to Resources, Bargo and TJG that it (a) is in the business of 
seeking or acquiring by purchase or lease, goods or services for 
commercial or business use, (b) has knowledge and experience in 
financial and business matters that enables it to evaluate the merits 
and risks of the transactions contemplated hereby, (c) is not in a 
significantly disparate bargaining position and (d) has assets of 
$5,000,000 or more according to its most recent financial statements.

     Section 10.9     Amendments.  This Agreement may be amended, 
modified, supplemented, restated or discharged (and provisions hereof 
may be waived) only by an instrument in writing signed by the parties 
hereto.

     Section 10.10  Governing Law.  This Agreement shall be governed by 
and construed in accordance with the laws of the State of Texas.

     Section 10.11  Counterparts.  This Agreement may be executed in 
counterparts, all of which are identical and all of which constitute one 
and the same instrument.  It shall not be necessary for Future, 
Resources, Bargo or TJG to sign the same counterpart.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


     IN WITNESS WHEREOF, this Agreement is executed by the parties 
hereto on the date set forth above.


BARGO ENERGY RESOURCES, LTD.

By:     BARGO OPERATING COMPANY, INC.,
     General Partner


By   /s/ Tim J. Goff
     Tim J. Goff



BARGO ENERGY COMPANY


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



TJG INVESTMENTS, INC.


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



FUTURE PETROLEUM CORPORATION


By   /s/ Carl Price       
     Carl Price, President








                              Schedule 1.1

                      Bargo Furniture and Equipment


Leased Equipment           Mo. Lease 
                            Payment          Mo. Maint.        Mo. Overage
_________________________________________________________________________

Anes-Landmark Graphics        368.05

Toshiba Copier BD-3550      2,435.00          92.01              0.00

Toshiba Facsimile TF-651       67.93           0.00              0.00

Toshiba Copier/Sorter 6550    457.74         184.03             57.86
                            ---------       --------          ---------
                            1,099.50         276.04             57.86

Additional assets are listed on the following pages marked "Schedule 
1.1."


                            Schedule 2.1(a)

                   Real Property Owned and Leased
                           Being Transferred



Leased Equipment          Mo. Lease 
                           Payment           Mo. Maint.       Mo. Overage
__________________________________________________________________________

Office Rent(1)             19,376.55

Corporate 
Apartment                   2,435.00


     (1)     Third Amendment to Lease Agreement dated May 8, 1997, by and 
             between 700 Louisiana Limited, as landlord, and Bargo Energy 
             Corporation, as tenant, covering approximately 14,500 net rentable 
             square feet on Level 37 of the NationsBank Center, 700 Louisiana 
             Street, Houston, Harris County, Texas (the "Lease Agreement")

     Reference is made to (i) the above described Lease Agreement 
whereby Bargo Energy Corporation leased the premises therein 
described for a term commencing September 1, 1997 and ending 
August 31, 2002, and (ii) the assignment of the rights of the tenant 
thereunder to Bargo Energy Resources, Ltd., a Texas limited 
partnership, pursuant to a certain Assignment of Lease dated as of 
March 1, 1998.



                            Schedule 2.1(b)

                Owned Personal Property Being Transferred

None



                            Schedule 2.1(c)

              Leased Personal Property Being Transferred

None



                            Schedule 2.1(d)

                               Contracts

Resources' rights and obligations pursuant to the Purchase and Sales 
Agreement between Cody Energy, Inc. and Cody Texas, L.P. and Resources 
dated September 30, 1998.

Resources' rights and obligations pursuant to the Purchase and Sales 
Agreement between Chevron USA and Resources dated November 5, 1998 for 
the acquisition of Chevron's interest in the South Coles Levee Unit.

Any rights and obligations that Resources obtains with regards to the 
acquisition of the Raccoon Bend property from Exxon.  Resources is 
currently negotiating the purchase and sale agreement.



                            Schedule 2.1(2)

                     Retained Oil and Gas Leases


FINA LEASE 
NUMBER       LESSOR         LESSEE      DATED    EXPIRE DATE    RECORDED
____________________________________________________________________________
01LA007237   BOWIE LUMBER    M W      1993/06/25  2099/06/25  B-1180, E-75406
             ASSOCIATION    PETROLEUM 
                            CORPORATION
01RPLA2007    DONALD L.      M W       1993/08/16 1996/08/15  BK 1201, EMT.#7
              PELTIER E.    PETROLEUM
                            CORPORATION

09la007123   BOWIE LUMBER   STANOLIND  1952/06/05 2099/01/01  B-163, P.- 223
             CO.            OILI & GAS 
                            CO.

09la007124   STATE OF       W. W.      1953/08/20 2099/01/01  V-174, P-74
             LOUISIANA      HAWKINS


09LA007125   BOWIE LUMBER  PAN AMERICAN 1964/05/29 2099/01/01 B-823, E-232324
             CO.            PETROLEUM 
                            CORP.

09LA007127   BOWIE LUMBER  PAN AMERICAN 1969/12/20 2099/01/01 B-425, P-83
             CO.           PETROLEUM 
                           CORP.

09RPLA1017   BOWIE LUMBER               1970/03/12 2099/01/01 V425, P232, 
             CO.                                                E-3206

01RPLA2005   BOWIE LUMBER  M.W.         1993/07/02 2099/07/01
             ASSOCIATION   PETROLEUM 
                           CORPORATION




                              Schedule 2.1(7)

                         Retained Contract Rights


Resources' rights and obligations under the Purchase and Sale Agreement 
between Marathon Oil Company and Bargo Operating Company, Inc. dated 
May 11, 1998 (which was subsequently assigned to Resources) for the 
acquisition of Marathon's interest in the South Coles Levee unit for the 
period from September 1, 1997 to August 1, 1998 which represents the 
period that Resources owned the property.

Resources rights and obligations under the Purchase and Sale Agreement 
between Chevron USA and Resources dated August 3, 1998 for the 
acquisition of the Cross Creek filed for the period from September 1, 
1998 to October 1, 1998 which represents the period that Resources owned 
the property.

                             Schedule 2.3(vi)


Costs, expenses, liabilities and obligations associated with the 
following completed and proposed acquisitions of oil and gas properties 
and assets:

South Coles Levee
Shell Bryans Mill
Chevron Cross Creek
Raccoon Bend
VAALCO
Cody

                            Schedule 3.1(d)

                       Contracts Which Require Consent


Resources' rights and obligations pursuant to the Purchase and Sales 
Agreement between Cody Energy, Inc. and Cody Texas, L. P. and Resources 
dated September 30, 1998.

Resources' rights and obligations pursuant to the Purchase and Sales 
Agreement between Chevron USA and Resources dated November 5, 1998 for 
the acquisition of Chevron's interest in the South Coles Levee Unit.

Any rights and obligations that Resources obtains with regards to the 
acquisition of the Raccoon Bend property from Exxon.  Resources is 
currently negotiating the purchase and sale agreement.

                              Schedule 4.7

                          Derivative Securities




                                     No. of Shares of Common 
                                       Stock Issuable Upon 
                                            Exercise
Name
____________________________________________________________
Bargo Energy Resources, Ltd.                   250,000
Carl Price                                     633,508
Christie Price                                  40,000
Robert Price                                    50,000
Danny Matthews                                  40,124
Charles Laudeman                                20,000
Aspen Energy/Cotton Valley Resources            25,000



                               EXHIBIT 4.4

                                                  Exhibit A



                         FUTURE PETROLEUM COMPANY


                        CERTIFICATE OF DESIGNATION
                      OF CONVERTIBLE PREFERRED STOCK, 
                     SERIES A SETTING FORTH THE POWERS, 
                    PREFERENCES, RIGHTS, QUALIFICATIONS,
                      LIMITATIONS AND RESTRICTIONS OF
                           SUCH PREFERRED STOCK


          Pursuant to Section 602 of the Utah General Corporation Act, 
Future Petroleum Company, a Utah corporation (the "Corporation"), DOES 
HEREBY CERTIFY:

          That pursuant to the authority conferred upon the Board of 
Directors of the Corporation by the Certificate of Incorporation of the 
Corporation (the "Charter"), the Board of Directors of the Corporation 
on December 15, 1998 duly adopted the following resolution creating a 
series of Preferred Stock designated as Convertible Preferred Stock, 
Series A and such resolution has not been modified and is in full force 
and effect on the date hereof:

          RESOLVED that, pursuant to the authority vested in the Board 
of Directors of the Corporation in accordance with the provisions of the 
Charter, a series of authorized Preferred Stock, par value $0.01 per 
share, of the Corporation are hereby created and that the designation 
and number of shares thereof and the voting powers, preferences and 
relative, participating, optional and other special rights of the shares 
of such series of Preferred Stock, and the qualifications, limitations 
and restrictions thereof are as follows:

Section 1.     Designation and Number.

          (a)     The shares of such series of Preferred Stock shall be 
designated as "Convertible Preferred Stock, Series A" ("Preferred 
Stock").  The number of shares initially constituting the Preferred 
Stock shall be 100,000, which number may be decreased (but not 
increased) by the Board of Directors without a vote of stockholders; 
provided, however, that such number may not be decreased below the 
number of then outstanding shares of such series of Preferred Stock.

          (b)     The Preferred Stock shall, with respect to rights on 
liquidation, dissolution or winding up, rank prior to all other classes 
and series of Junior Stock of the Corporation now or hereafter 
authorized including, without limitation, the Common Stock.

          (c)     Capitalized terms used herein and not otherwise 
defined shall have the meanings set forth in Section 9 below.

Section 2.     Dividends and Distributions.  In the event that the 
Corporation shall declare a cash dividend or make any other distribution 
(including, without limitation, in capital stock (which shall include, 
without limitation, any options, warrants or other rights to acquire 
capital stock) of the Corporation, whether or not pursuant to a 
shareholder rights plan, "poison pill" or similar arrangement, or other 
property or assets) to holders of Common Stock, then the Board of 
Directors shall declare, and the holder of each share of Preferred Stock 
shall be entitled to receive, a dividend or distribution in an amount 
equal to the amount of such dividend or distribution received by a 
holder of the number of shares of Common Stock for which such share of 
Preferred Stock is convertible on the record date for such dividend or 
distribution.  Any such amount shall be paid to the holders of shares of 
Preferred Stock at the same time such dividend or distribution is made 
to holders of Common Stock.

          The holders of shares of Preferred Stock shall not be entitled 
to receive any dividends or other distributions except as provided 
herein.

Section 3.     Voting Rights.

          In addition to any voting rights provided by law, the holders 
of shares of Preferred Stock shall have the following voting rights:

          (a)     Except as otherwise required by applicable law and so 
long as the Preferred Stock is outstanding, each share of Preferred 
Stock shall entitle the holder thereof to vote, in person or by proxy or 
written consent, at a special or annual meeting of stockholders or in 
connection with any stockholder action taken in lieu of a meeting of 
stockholders, on all matters voted on by holders of Common Stock, 
including the election of directors, voting together as a single class 
with all other shares entitled to vote thereon.  With respect to any 
such vote, each share of Preferred Stock shall entitle the holder 
thereof to cast that number of votes per share as is equal to the number 
of votes that such holder would be entitled to cast had such holder 
converted his shares of Preferred Stock into Common Stock on the record 
date for determining the stockholders of the Corporation eligible to 
vote on any such matters.

          (b)     Unless the consent or approval of a greater number of 
shares shall then be required by law, the affirmative vote of the 
holders of at least 80% of the outstanding shares of Preferred Stock, 
voting separately as a single class, in person or by proxy, at a special 
or annual meeting of stockholders called for the purpose, shall be 
necessary to (i) authorize, adopt or approve an amendment to the Charter 
that would increase or decrease the par value of the shares of Preferred 
Stock, or alter or change the powers, preferences or special rights of 
the shares of Preferred Stock, (ii) amend, alter or repeal the Charter 
so as to affect the shares of Preferred Stock adversely, including, 
without limitation, by granting any voting right to any holder of notes, 
bonds, debentures or other debt obligations of the Corporation, or (iii) 
authorize, increase the authorized number of shares of, or issue 
(including on conversion or exchange of any convertible or exchangeable 
securities or by reclassification) any additional shares of Preferred 
Stock.  In addition, for so long as the number of authorized shares of 
Common Stock is not sufficient to permit the holders of Preferred Stock 
to convert all of their shares of Preferred Stock into common stock, the 
adoption or approval of any plan or arrangement providing for the 
liquidation or dissolution of the Corporation shall in addition to any 
other vote required at law or by the Charter, require the affirmative 
vote of holders of at least 66 2/3% of the outstanding shares of 
Preferred Stock, voting separately as a single class, in person or by 
proxy, at a special or annual meeting of stockholders called for the 
purpose.

          (c)     (i)     The foregoing right of holders of shares of 
Preferred Stock to take any action as provided in Section 3(b) may be 
exercised at any annual meeting of stockholders or at a special meeting 
of holders of shares of Preferred Stock held for such purpose as 
hereinafter provided or at any adjournment thereof, or by the written 
consent, delivered to the Secretary of the Corporation, of the holders 
of the minimum number of shares required to take such action.

          So long as such right to vote continues (and unless such right 
has been exercised by written consent of the minimum number of shares 
required to take such action), the Chief Executive Officer or President 
of the Corporation may call, and upon the written request of holders of 
record of at least 5% of the outstanding shares of Preferred Stock, 
addressed to the Secretary of the Corporation at the principal office of 
the Corporation, shall call, a special meeting of the holders of shares 
entitled to vote as provided herein.  Such meeting shall be held within 
30 days after delivery of such request to the Secretary, at the place 
and upon the notice provided by law and in the by-laws of the 
Corporation for the holding of meetings of stockholders.

               (ii)     At each meeting of stockholders at which the 
holders of shares of Preferred Stock shall have the right, voting 
separately as a single class, to take any action, the presence in person 
or by proxy of the holders of record of one-third of the total number of 
shares of Preferred Stock then outstanding and entitled to vote on the 
matter shall be necessary and sufficient to constitute a quorum.  At any 
such meeting or at any adjournment thereof:

             (A)     the absence of a quorum of the holders of 
        shares of any other class or series of capital stock 
        shall not prevent the taking of any action by holders 
        of Preferred Stock as provided in this Section 3: and

             (B)     in the absence of a quorum of the holders 
        of shares of Preferred Stock, a majority of the holders 
        of such shares present in person or by proxy shall have 
        the power to adjourn the meeting as to the actions to 
        be taken by the holders of shares of Preferred Stock 
        from time to time and place to place without notice 
        other than announcement at the meeting until a quorum 
        shall be present.

          For taking of any action as provided in Section 3(b) by the 
holders of shares of Preferred Stock, each such holder shall have one 
vote for each share of such stock standing in his or her name on the 
transfer books of the Corporation as of any record date fixed for such 
purpose or, if no such date be fixed, at the close of business on the 
Business Day next preceding the day on which notice is given, or if 
notice is waived, at the close of business on the Business Day next 
preceding the day on which the meeting is held; provided, however, that 
shares of Preferred Stock held by the Corporation or any subsidiary of 
the Corporation shall not be deemed to be outstanding for purposes of 
taking any action as provided in this Section 3.

Section 4.     Redemption.

The Corporation shall not have any right to redeem any shares 
of Preferred Stock. 

Section 5.     Reacquired Shares.

          Any shares of Preferred Stock converted, exchanged, redeemed, 
purchased or otherwise acquired by the Corporation in any manner 
whatsoever shall be retired and cancelled promptly after the acquisition 
thereof.  All such shares of Preferred Stock shall upon their 
cancellation become authorized but unissued shares of preferred stock, 
par value $0.01 per share, of the Corporation and, upon the filing of an 
appropriate Certificate of Designation with the Secretary of State of 
the State of Utah, may be reissued as part of another series of 
preferred stock, par value $0.01 per share, of the Corporation subject 
to the conditions or restrictions on issuance set forth herein, but in 
any event may not be reissued as shares of Preferred Stock or other 
Parity Stock unless all of the shares of Preferred Stock issued on the 
Issue Date shall have already been redeemed, converted or exchanged.

Section 6.     Liquidation, Dissolution or Winding Up.

          (a)     If the Corporation shall commence a voluntary case 
under the United States bankruptcy laws or any applicable bankruptcy, 
insolvency or similar law of any other country, or consent to the entry 
of an order for relief in an involuntary case under any such law or to 
the appointment of a receiver, liquidator, assignee, custodian, trustee, 
sequestrator (or other similar official) of the Corporation or of any 
substantial part of its property, or make an assignment for the benefit 
of its creditors, or admit in writing its inability to pay its debts 
generally as they become due (any such event, a "Voluntary Liquidation 
Event"), or if a decree or order for relief in respect of the 
Corporation shall be entered by a court having jurisdiction in the 
premises in an involuntary case under the United States bankruptcy laws 
or any applicable bankruptcy, insolvency or similar law of any other 
country, or appointing a receiver, liquidator, assignee, custodian, 
trustee, sequestrator (or other similar official) of the Corporation or 
of any substantial part of its property, or ordering the winding up or 
liquidation of its affairs, and on account of any such event the 
Corporation shall liquidate, dissolve or wind up, or if the Corporation 
shall otherwise liquidate, dissolve or wind up, no distribution shall be 
made (i) to the holders of shares of Junior Stock unless, prior thereto, 
the holders of shares of Preferred Stock shall have received the 
Liquidation Preference.

          (b)     Neither the consolidation or merger of the Corporation 
with or into any other Person nor the sale or other distribution to 
another Person of all or substantially all the assets, property or 
business of the Corporation shall be deemed to be a liquidation, 
dissolution or winding up of the Corporation for purposes of this 
Section 6.

Section 7.     Conversion.

          (a)     Any holder of Preferred Stock shall have the right, at 
its option, at any time and from time to time, to convert, subject to 
the terms and provisions of this Section 7, any or all of such holder's 
shares of Preferred Stock into such number of fully paid and 
non-assessable shares of Common Stock as is equal, subject to Section 
7(g), to the product of the number of shares of Preferred Stock being so 
converted multiplied by the quotient of (i) the Purchase Price divided 
by (ii) the Conversion Price (as defined below) then in effect.  The 
Conversion Price shall be $1.00, subject to adjustment as set forth in 
Section 7(d).  Such conversion right shall be exercised by the surrender 
of the shares to be converted to the Corporation at any time during 
usual business hours at its principal place of business to be maintained 
by it, accompanied by written notice that the holder elects to convert 
such shares and specifying the name or names (with address) in which a 
certificate or certificates for shares of Common Stock are to be issued 
and (if so required by the Corporation) by a written instrument or 
instruments of transfer in form reasonably satisfactory to the 
Corporation duly executed by the holder or its duly authorized legal 
representative and transfer tax stamps or funds therefor, if required 
pursuant to Section 7(j).  All shares of Preferred Stock surrendered for 
conversion shall be delivered to the Corporation for cancellation and 
cancelled by it and no shares of Preferred Stock shall be issued in lieu 
thereof.

          (b)     As promptly as practicable after the surrender, as 
herein provided, of any shares of Preferred Stock for conversion 
pursuant to Section 7(a), the Corporation shall deliver to or upon the 
written order of the holder of such shares so surrendered a certificate 
or certificates representing the number of fully paid and non-assessable 
shares of Common Stock into which such shares of Preferred Stock may be 
or have been converted in accordance with the provisions of this Section 
7.  Subject to the following provisions of this paragraph and of Section 
7(d), such conversion shall be deemed to have been made immediately 
prior to the close of business on the date that such shares of Preferred 
Stock shall have been surrendered in satisfactory form for conversion, 
and the Person or Persons entitled to receive the Common Stock 
deliverable upon conversion of such shares of Preferred Stock shall be 
treated for all purposes as having become the record holder or holders 
of such Common Stock at such appropriate time, and such conversion shall 
be at the Conversion Price in effect at such time; provided, however, 
that no surrender shall be effective to constitute the Person or Persons 
entitled to receive the Common Stock deliverable upon such conversion as 
the record holder or holders of such Common Stock while the share 
transfer books of the Corporation shall be closed (but not for any 
period in excess of five days), but such surrender shall be effective to 
constitute the Person or Persons entitled to receive such Common Stock 
as the record holder or holders thereof for all purposes immediately 
prior to the close of business on the next succeeding day on which such 
share transfer books are open, and such conversion shall be deemed to 
have been made at, and shall be made at the Conversion Price in effect 
at, such time on such next succeeding day.  

          (c)     To the extent permitted by law, when shares of 
Preferred Stock are converted, all dividends declared and unpaid on the 
Preferred Stock so converted to the date of conversion shall be 
immediately due and payable and must accompany the shares of Common 
Stock issued upon such conversion.

          (d)     The Conversion Price shall be subject to adjustment as 
follows:

     (i)     In case the Corporation shall at any time or 
     from time to time  (A) pay a dividend or make a distribution 
     (other than a dividend or distribution paid or made to 
     holders of shares of Preferred Stock in the manner provided 
     in Section 2) on the outstanding shares of Common Stock in 
     capital stock (which, for purposes of this Section 7(d) shall 
     include, without limitation, any dividends or distributions 
     in the form of options, warrants or other rights to acquire 
     capital stock) of the Corporation, (B) subdivide the 
     outstanding shares of Common Stock into a larger number of 
     shares, (C) combine the outstanding shares of Common Stock 
     into a smaller number of shares, or (D) issue any shares of 
     its capital stock in a reclassification of the Common Stock 
     then, and in each such case, the Conversion Price in effect 
     immediately prior to such event shall be adjusted (and any 
     other appropriate actions shall be taken by the Corporation) 
     so that the holder of any share of Preferred Stock thereafter 
     surrendered for conversion shall be entitled to receive the 
     number of shares of Common Stock or other securities of the 
     Corporation that such holder would have owned or would have 
     been entitled to receive upon or by reason of any of the 
     events described above, had such share of Preferred Stock 
     been converted immediately prior to the occurrence of such 
     event. An adjustment made pursuant to this Section 7(d)(i) 
     shall become effective retroactively (A) in the case of any 
     such dividend or distribution, to a date immediately 
     following the close of business on the record date for the 
     determination of holders of Common Stock entitled to receive 
     such dividend or distribution or (B) in the case of any such 
     subdivision, combination or reclassification, to the close of 
     business on the day upon which such corporate action becomes 
     effective.

     (ii)     In the case the Corporation, at any time or 
     from time to time, shall take any action affecting its Common 
     Stock similar to or having an effect similar to any of the 
     actions described in any of Section 7(d)(i), or Section 7(h) 
     (but not including any action described in any such Section) 
     and the Board of Directors of the Corporation in good faith 
     determines that it would be equitable in the circumstances to 
     adjust the Conversion Price as a result of such action, then, 
     and in each such case, the Conversion Price shall be adjusted 
     in such manner and at such time as the Board of Directors of 
     the Corporation in good faith determines would be equitable 
     in the circumstances (such determination to be evidenced in a 
     resolution, a certified copy of which shall be mailed to the 
     holders of the Preferred Stock).
 
     (iii)     Notwithstanding anything herein to the 
     contrary, no adjustment under this Section 7(d) need be made 
     to the Conversion Price unless such adjustment would require 
     an increase or decrease of at least 1% of the Conversion 
     Price then in effect.  Any lesser adjustment shall be carried 
     forward and shall be made at the time of and together with 
     the next subsequent adjustment, which, together with any 
     adjustment or adjustments so carried forward, shall amount to 
     an increase or decrease of at least 1% of such Conversion 
     Price.  Any adjustment to the Conversion Price carried 
     forward and not theretofore made shall be made immediately 
     prior to the conversion of any shares of Preferred Stock 
     pursuant hereto.

          (e)     If the Corporation shall take a record of the holders 
of its Common Stock for the purpose of entitling them to receive a 
dividend or other distribution, and shall thereafter and before the 
distribution to stockholders thereof legally abandon its plan to pay or 
deliver such dividend or distribution, then thereafter no adjustment in 
the Conversion Price then in effect shall be required by reason of the 
taking of such record.

          (f)     Upon any increase or decrease in the Conversion Price, 
then, and in each such case, the Corporation promptly shall deliver to 
each registered holder of Preferred Stock at least 10 Business Days 
prior to effecting any of the foregoing transactions a certificate, 
signed by the President or a Vice-President and by the Treasurer or an 
Assistant Treasurer or the Secretary or an Assistant Secretary of the 
Corporation, setting forth in reasonable detail the event requiring the 
adjustment and the method by which such adjustment was calculated and 
specifying the increased or decreased Conversion Price then in effect 
following such adjustment.

          (g)     No fractional shares or scrip representing fractional 
shares shall be issued upon the conversion of any shares of Preferred 
Stock.  If more than one share of Preferred Stock shall be surrendered 
for conversion at one time by the same holder, the number of full shares 
of Common Stock issuable upon conversion thereof shall be computed on 
the basis of the aggregate Purchase Price of the shares of Preferred 
Stock so surrendered.  If the conversion of any share or shares of 
Preferred Stock results in a fraction, an amount equal to such fraction 
multiplied by the Current Market Price of the Common Stock on the 
Business Day preceding the day of conversion shall be paid to such 
holder in cash by the Corporation.

          (h)     In case of any capital reorganization or 
reclassification or other change of outstanding shares of Common Stock 
(other than a change in par value, or from par value to no par value, or 
from no par value to par value), or in case of any consolidation or 
merger of the Corporation with or into another Person (other than a 
consolidation or merger in which the Corporation is the resulting or 
surviving Person and which does not result in any reclassification or 
change of outstanding Common Stock), or in case of any sale or other 
disposition to another Person of all or substantially all of the assets 
of the Corporation (any of the foregoing, a "Transaction"), the 
Corporation, or such successor or purchasing Person, as the case may be, 
shall execute and deliver to each holder of Preferred Stock at least 10 
Business Days prior to effecting any of the foregoing Transactions a 
certificate that the holder of each share of Preferred Stock then 
outstanding shall have the right thereafter to convert such share of 
Preferred Stock into the kind and amount of shares of stock or other 
securities (of the Corporation or another issuer) or property or cash 
receivable upon such Transaction by a holder of the number of shares of 
Common Stock into which such share of Preferred Stock could have been 
converted immediately prior to such Transaction.  Such certificate shall 
provide for adjustments which shall be as nearly equivalent as may be 
practicable to the adjustments provided for in this Section 7.  If, in 
the case of any such Transaction, the stock, other securities, cash or 
property receivable thereupon by a holder of Common Stock includes 
shares of stock or other securities of a Person other than the successor 
or purchasing Person and other than the Corporation, which controls or 
is controlled by the successor or purchasing Person or which, in 
connection with such Transaction, issues stock, securities, other 
property or cash to holders of Common Stock, then such certificate also 
shall be executed by such Person, and such Person shall, in such 
certificate, specifically acknowledge the obligations of such successor 
or purchasing Person and acknowledge its obligations to issue such 
stock, securities, other property or cash to the holders of Preferred 
Stock upon conversion of the shares of Preferred Stock as provided 
above.  The provisions of this Section 7(h) and any equivalent thereof 
in any such certificate similarly shall apply to successive 
Transactions. 

          (i)     Unless otherwise agreed to in writing by the holders 
of all of the Preferred Stock, the Corporation shall at all times 
reserve and keep available for issuance upon the conversion of the 
Preferred Stock, such number of its authorized but unissued shares of 
Common Stock as will from time to time be sufficient to permit the 
conversion of all outstanding shares of Preferred Stock, and shall take 
all action required to increase the authorized number of shares of 
Common Stock if at any time there shall be insufficient authorized but 
unissued shares of Common Stock to permit such reservation or to permit 
the conversion of all outstanding shares of Preferred Stock.

          (j)     The issuance or delivery of certificates for Common 
Stock upon the conversion of shares of Preferred Stock shall be made 
without charge to the converting holder of shares of Preferred Stock for 
such certificates or for any tax in respect of the issuance or delivery 
of such certificates or the securities represented thereby, and such 
certificates shall be issued or delivered in the respective names of, or 
(subject to compliance with the applicable provisions of federal and 
state securities laws) in such names as may be directed by, the holders 
of the shares of Preferred Stock converted; provided, however, that the 
Corporation shall not be required to pay any tax which may be payable in 
respect of any transfer involved in the issuance and delivery of any 
such certificate in a name other than that of the holder of the shares 
of Preferred Stock converted, and the Corporation shall not be required 
to issue or deliver such certificate unless or until the Person or 
Persons requesting the issuance or delivery thereof shall have paid to 
the Corporation the amount of such tax or shall have established to the 
reasonable satisfaction of the Corporation that such tax has been paid.

Section 8.     Certain Remedies.

          Any registered holder of Preferred Stock shall be entitled to 
an injunction or injunctions to prevent breaches of the provisions of 
this Certificate of Designation and to enforce specifically the terms 
and provisions of this Certificate of Designation in any court of the 
United States or any state thereof having jurisdiction, this being in 
addition to any other remedy to which such holder may be entitled at law 
or in equity.

Section 9.     Definitions.

          For the purposes of this Certificate of Designation of 
Preferred Stock, the following terms shall have the meanings indicated:

          "Affiliate" shall have the meaning ascribed to such term in 
Rule 12b-2 of the General Rules and Regulations under the Exchange Act; 
provided that "Affiliate" shall not include the Purchaser or any 
Affiliate of the Purchaser.

          "Business Day" shall mean any day other than a Saturday, 
Sunday or other day on which commercial banks in the City of New York 
are authorized or required by law or executive order to close.

          "Common Stock" shall mean and include the Common Stock, par 
value $0.01 per share, of the Corporation and each other class of 
capital stock of the Corporation that does not have a preference over 
any other class of capital stock of the Corporation as to dividends or 
upon liquidation, dissolution or winding up of the Corporation and, in 
each case, shall include any other class of capital stock of the 
Corporation into which such stock is reclassified or reconstituted.

          "Current Market Price" per share shall mean, on any date 
specified herein for the determination thereof, (a) the average daily 
Market Price of the Common Stock for those days during the period of 20 
days, ending on such date, which are Trading Days, and (b) if the Common 
Stock is not then listed or admitted to trading on any national 
securities exchange or quoted in the over-the-counter market, the Market 
Price on such date.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, 
as amended, and the rules and regulations of the Securities and Exchange 
Commission thereunder.

          "Issue Date" shall mean the first date on which shares of 
Preferred Stock are issued.

          "Junior Stock" shall mean any capital stock of the Corporation 
ranking junior (either as to dividends or upon liquidation, dissolution 
or winding up) to the Preferred Stock including, without limitation, the 
Common Stock.

          "Liquidation Preference" with respect to a share of Preferred 
Stock shall mean $10.00.

          "Market Price" shall mean, per share of Common Stock on any 
date specified herein: (a) the closing price per share of the Common 
Stock on such date published in the Wall Street Journal or, if no such 
closing price on such date is published in the Wall Street Journal, the 
average of the closing bid and asked prices on such date, as officially 
reported on the principal national securities exchange on which the 
Common Stock is then listed or admitted to trading; or (b) if the Common 
Stock is not then listed or admitted to trading on any national 
securities exchange but is designated as a national market system 
security by the NASD, the last trading price of the Common Stock on such 
date; or (c) if there shall have been no trading on such date or if the 
Common Stock is not so designated, the average of the reported closing 
bid and asked prices of the Common Stock on such date as shown by NASDAQ 
and reported by any member firm of the New York Stock Exchange, Inc. 
selected by the Corporation.  If none of (a), (b) or (c) is applicable, 
Market Price shall mean a market price per share determined at the 
Corporation's expense by an appraiser chosen by the holders of a 
majority of the shares of Preferred Stock or, if no such appraiser is so 
chosen more than twenty business days after notice of the necessity of 
such calculation shall have been delivered by the Corporation to the 
holders of Preferred Stock, then by an appraiser chosen by the 
Corporation.

          "NASD" shall mean the National Association of Securities 
Dealers, Inc.

          "NASDAQ" shall mean the National Market System of the National 
Association of Securities Dealers, Inc. Automated Quotations System.

          "Parity Stock" shall mean any capital stock of the corporation 
ranking on a parity (either as to dividends or upon liquidation, 
dissolution or winding up) with the Preferred Stock.

          "Person" shall mean any individual, firm, corporation, 
partnership, trust, incorporated or unincorporated association, limited 
liability company, joint venture, joint stock company, government (or an 
agency or political subdivision thereof) or other entity of any kind, 
and shall include any successor (by merger) of such entity.

          "Purchase Price" means $260 per share of Preferred Stock.

          "Purchaser" shall mean Bargo Energy Resources, Ltd., a Texas 
limited partnership.

          "Senior Stock" shall mean any capital stock of the Corporation 
ranking senior (either as to dividends or upon liquidation, dissolution 
or winding up) to the Preferred Stock.

          "Subsidiary" shall mean, with respect to any Person, a 
corporation or other entity of which 50% or more of the voting power of 
the voting equity securities or equity interest is owned, directly or 
indirectly, by such Person.

          "Trading Day" shall mean a day on which the national 
securities exchanges are open for trading.

          IN WITNESS WHEREOF, FUTURE PETROLEUM COMPANY has caused this 
Certificate to be duly executed in its corporate name on this 15th day 
of December, 1998.



                              FUTURE PETROLEUM COMPANY


                              By:   /s/ Carl Price     
                              Name:  Carl Price
                              Title:    President
ATTEST:



By       /s/ Christie Sirera
Name:     Christie Sirera  
Title:    Secretary



                              EXHIBIT 99.2

                                                  Exhibit B


                         FIRST AMENDMENT TO
                    REGISTRATION RIGHTS AGREEMENT


     This First Amendment to Registration Rights Agreement ("Amendment") 
is made and entered into this 15th day of December, 1998, by and among 
Future Petroleum Corporation, a Utah corporation (the "Company"), Bargo 
Energy Resources, Ltd., a Texas limited partnership ("Resources"), Bargo 
Energy Company, a Texas general partnership ("Bargo"), TJG Investments, 
Inc., a Texas corporation ("TJG"), Bargo Operating Company, Inc., a 
Texas corporation ("Operating"), Tim J. Goff ("Goff"), Thomas Barrow 
("Barrow") and James E. Sowell ("Sowell"), and evidences the following:

RECITALS:

     A.     The Company and Resources entered into a Registration Rights 
Agreement ("Agreement") on August 14, 1998 covering shares of Common 
Stock (as defined in the Agreement) issued to Resources and shares of 
Common Stock to be issued upon exercise of Warrants issued to Resources; 

     B.     The Company and other persons have entered into an Asset 
Purchase Agreement and Plan of Reorganization, dated December 15, 1998 
("Reorganization Agreement"), pursuant to which Goff, Barrow, Sowell and 
Operating, as the partners of Resources, will be issued 100,000 shares 
of Preferred Stock (the "Preferred Shares"), each of which is 
convertible, as provided therein, into 260 shares of Common Stock and 
Bargo and TJG will be issued 7,078,333 and 1,255,000 shares of Common 
Stock (such shares are referred to as the "Bargo Common Stock" and the 
"TJG Common Stock" respectively);

     C.     The parties to the Agreement desire to amend the Agreement 
as herein provided to include the Preferred Shares and Common Stock to 
be issued upon conversion of the Preferred Stock, and the Common Stock 
to be issued to TJG and Bargo, as "Registrable Securities" as defined in 
the Agreement; 

AGREEMENT:

     NOW, THEREFORE, for and in consideration of the foregoing Recitals 
and the mutual covenants contained herein, the sufficiency of which is 
hereby acknowledged, the parties hereto, intending to be legally bound, 
do hereby agree as follows:

     Section 1.     Amendments to Defined Terms. The following defined 
terms in the Agreement are amended to read as follows:

     (a)     The definition of EnCap Holders shall be amended to read in 
full as follows:

"EnCap Holders" shall mean the "Holders" as defined in the 
EnCap Agreement.

     (b)     The first four lines of the definition of "Registrable 
Securities"  shall be replaced with:  

"Registrable Securities" shall mean (i) the Merger Shares, 
(ii) the Warrant Shares, (iii) the Preferred Shares and any 
depository receipts for such shares, (iv) the shares of Common 
Stock which may be issued upon conversion of the Preferred Shares, 
the TJG Common Stock and the Bargo Common Stock and (v) any 
securities issued or issuable with respect to any of the shares 
described in clause (i), (ii), (iii) or (iv) above by way of a 
stock dividend or other distribution or stock split or in 
connection with a combination of shares, recapitalization, merger, 
consolidation or other reorganization;

     Section 2.     Binding Effect.  Each of Goff, Barrow, Sowell, 
Operating and Bargo by execution of this Amendment shall be bound by and 
subject to the terms and conditions of the Agreement, as amended by this 
Amendment.

     Section 3.     No Other Changes.  Except as explicitly amended by 
the Amendment, the terms, conditions, rights and obligations under the 
Agreement shall remain in full force and effect.

     Section 4.     Counterparts.  This Amendment may be executed by 
the parties hereto in any number of counterparts, each of which shall be 
deemed an original, but all of which shall constitute one and the same 
agreement. 

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

                         FUTURE PETROLEUM CORPORATION


                         By:   /s/ Carl Price
                         Carl Price, President


                         BARGO ENERGY RESOURCES, LTD,

                         By:     BARGO OPERATING COMPANY, Inc.


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


               
                         Tim J. Goff
                         Address for purposes of Section 12(e) 
                         of the Agreement: 700 Louisiana, Suite 3700
                                           Houston, Texas  77002


                    
                         Thomas Barrow
                         Address for purposes of Section 12(e) 
                         of the Agreement: 700 Louisiana, Suite 3700
                                           Houston, Texas  77002

 
                         James E. Sowell
                         Address for purposes of Section 12(e) 
                         of the Agreement: 3131 McKinney Ave., 
                                           Suite 200
                                           Dallas, Texas  75204


                         BARGO ENERGY COMPANY


                         By:   /s/ Tim J. Goff            
                         Tim J. Goff, Manager
                         Address for purposes of Section 12(e) 
                         of the Agreement:  700 Louisiana, Suite 3700
                                            Houston, Texas  77002

                         BARGO OPERATING COMPANY, Inc.


                         By:   /s/ Tim J. Goff            
                         Tim J. Goff, President
                         Address for purposes of Section 12(e) 
                         of the Agreement:  700 Louisiana, Suite 3700
                                            Houston, Texas  77002


                         TJG INVESTMENTS, INC.


                         By:   /s/ Tim J. Goff               
                         Tim J. Goff, President
                         Address for purposes of Section 12(e) 
                         of the Agreement:  700 Louisiana, Suite 3700
                                            Houston, Texas  77002


                              EXHIBIT 99.3
                                                            Exhibit C

                           FIRST AMENDMENT TO
                       REGISTRATION RIGHTS AGREEMENT


     This First Amendment to Registration Rights Agreement ("Amendment") 
is made and entered into this 15th day of December, 1998, by and among 
Future Petroleum Corporation, a Utah corporation (the "Company"), Energy 
Capital Investment Company PLC, an English investment company ("Energy 
PLC"), and EnCap Equity 1994 Limited Partnership, a Texas limited 
partnership ("EnCap LP"), and evidences the following:

RECITALS:

     A.     The Company and Energy PLC and EnCap LP entered into a 
Registration Rights Agreement ("Agreement") on August 14, 1998 covering 
shares of Common Stock (as defined in the Agreement) issued to Energy 
PLC and EnCap LP; 

     B.     The Company and Bargo Energy Resources, Ltd., a Texas 
limited partnership ("Resources"), entered into the Bargo Agreement (as 
defined in the Agreement); 

     C.     The Company and certain stockholders entered into the Price 
Agreement (as defined in the Agreement);

     D.     The Company, Resources, Bargo Energy Company, a Texas 
general partnership ("Bargo"), and TJG Investments, Inc., a Texas 
corporation ("TJG"), have entered into a Asset Purchase Agreement and 
Plan of Reorganization, dated December 15, 1998, pursuant to which the 
partners of Resources will be issued 100,000 shares of Preferred Stock 
(the "Preferred Shares"), each of which is convertible, as provided 
therein, into 260 shares of Common Stock, and TJG and Bargo will be 
issued shares of Common Stock (the "Additional Common Stock");

     E.     The parties to the Bargo Agreement have amended the Bargo 
Agreement to include the Preferred Shares, the Common Stock issuable 
upon conversion of the Preferred Shares, and the Additional Common Stock 
as "Registrable Securities" as defined in the Bargo Agreement and to add 
the partners of Resources, Bargo and TJG as parties to the agreement; 

     F.     The parties to the Price Agreement have consented to the 
amendments to the Bargo Agreement and have agreed to make certain 
amendments to the Price Agreement to conform to the amendments to the 
Bargo Agreement;

     G.     The parties to this Amendment desire to consent to and 
permit the amendments to the Bargo Agreement and the Price Agreement;

AGREEMENT:

     NOW, THEREFORE, for and in consideration of the foregoing Recitals 
and the mutual covenants contained herein, the sufficiency of which is 
hereby acknowledged, the parties hereto, intending to be legally bound, 
do hereby agree as follows:

     Section 1.     Amendments to Defined Terms. The following defined 
terms in the Agreement are amended to read as follows:

     The definition of "Bargo Agreement" is amended to refer to the 
Bargo Agreement, as amended from time to time as permitted by the 
Agreement.

     Section 2.     Consent.  The undersigned consent to the amendment 
to the Bargo Agreement and the amendment to the Price Agreement made of 
even date herewith.

     Section 3.     No Other Changes.  Except as explicitly amended by 
the Amendment, the terms, conditions, rights and obligations under the 
Agreement shall remain in full force and effect.

     Section 4.     Counterparts.     This Amendment may be executed by 
the parties hereto in any number of counterparts, each of which shall be 
deemed an original, but all of which shall constitute one and the same 
agreement. 

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

                              FUTURE PETROLEUM CORPORATION


                              By:   /s/ Carl Price
                              Carl Price, President


                              ENERGY CAPITAL 
                              INVESTMENT COMPANY PLC



                              By:   /s/ Gary R. Petersen
                              Gary R. Petersen, Director

                              ENCAP EQUITY 1994 LIMITED
                              PARTNERSHIP

                              By:     EnCap Investments L.C., General 
                                      Partner


                              By:   /s/ Gary R. Petersen
                              Gary R. Petersen, Managing Director


                              EXHIBIT 99.6

                                                  Exhibit D


                         FIRST AMENDMENT TO
                    REGISTRATION RIGHTS AGREEMENT


     This First Amendment to Registration Rights Agreement ("Amendment") 
is made and entered into this 15th day of December, 1998, by and among 
Future Petroleum Corporation, a Utah corporation (the "Company"), Carl 
Price, Don Wm. Reynolds, Christie Price, Robert Price and Charles D. 
Laudeman (collectively, the "Price Group"), and evidences the following:

RECITALS:

     A.     The Company and the Price Group entered into a Registration 
Rights Agreement ("Agreement") on August 14, 1998 covering shares of 
Common Stock (as defined herein) owned by the members of the Price 
Group; 

     B.     The Company and Bargo Energy Resources, Ltd., a Texas 
limited partnership ("Resources"), entered into the Bargo Agreement (as 
defined in the Agreement); 

     C.     The Company and the EnCap Entities entered into the EnCap 
Agreement (as defined in the Agreement);

     D.     The Company, Resources, Bargo Energy Company, a Texas 
general partnership ("Bargo"), and TJG Investments, Inc., a Texas 
corporation ("TJG"), have entered into a Asset Purchase Agreement and 
Plan of Reorganization, dated December 15, 1998, pursuant to which the 
partners of Resources will be issued 100,000 shares of Preferred Stock 
(the "Preferred Shares"), each of which is convertible, as provided 
therein, into 260 shares of Common Stock, and TJG and Bargo will be 
issued shares of Common Stock (the "Additional Common Stock");

     E.     The parties to the Bargo Agreement have amended the Bargo 
Agreement to include the Preferred Shares, the Common Stock issuable 
upon conversion of the Preferred Shares, and the Additional Common Stock 
as "Registrable Securities" as defined in the Bargo Agreement and to add 
the partners of Resources, Bargo and TJG as parties to the agreement; 

     F.     The EnCap Holders have consented to the amendments to the 
Bargo Agreement and have agreed to make certain amendments to the EnCap 
Agreement to conform to the amendments to the Bargo Agreement;

     G.     The parties to this Amendment desire to consent to and 
permit the amendments to the Bargo Agreement and the EnCap Agreement;

AGREEMENT:

     NOW, THEREFORE, for and in consideration of the foregoing Recitals 
and the mutual covenants contained herein, the sufficiency of which is 
hereby acknowledged, the parties hereto, intending to be legally bound, 
do hereby agree as follows:

     Section 1.     Amendments to Defined Terms.  The following defined 
terms in the Agreement are amended to read as follows:

     The definition of "Bargo Agreement" is amended to refer to the 
Bargo Agreement, as amended from time to time as permitted by the 
Agreement.

     Section 2.     Consent.  The undersigned consent to the amendment 
to the Bargo Agreement and the EnCap Agreement made of even date 
herewith.

     Section 3.     No Other Changes.  Except as explicitly amended by 
the Amendment, the terms, conditions, rights and obligations under the 
Agreement shall remain in full force and effect.

     Section 4.     Counterparts.  This Amendment may be executed by 
the parties hereto in any number of counterparts, each of which shall be 
deemed an original, but all of which shall constitute one and the same 
agreement. 

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

                              FUTURE PETROLEUM CORPORATION


                              By:   /s/ Carl Price 
                                  Carl Price, President


                                 /s/ Carl Price 
                              Carl Price


                                 /s/ Don Wm. Reynold 
                              Don Wm. Reynolds


                                 /s/ Christie Price 
                              Christie Price


                                 /s/ Robert Price 
                              Robert Price


                                 /s/ Charles D. Laudeman 
                              Charles D. Laudeman


                            EXHIBIT 99.8

                                                  Exhibit F

                           AMENDED AND RESTATED
                          SHAREHOLDERS' AGREEMENT

     THIS AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT (this 
"Agreement") is made and entered into this 15th day of December, 1998, 
by and among Future Petroleum Corporation, a Utah corporation 
("Future"), B. Carl Price, a Texas resident ("Price"), Don Wm. Reynolds, 
a Texas resident ("Reynolds"), Energy Capital Investment Company PLC, an 
English investment company ("Energy PLC"), EnCap Equity 1994 Limited 
Partnership, a Texas limited partnership ("EnCap LP"), Bargo Energy 
Resources, Ltd., a Texas limited partnership ("Resources"), TJG 
Investments, Inc., a Texas corporation ("TJG"), Bargo Energy Company, a 
Texas general partnership ("BEC"), Tim J. Goff ("Goff"), Thomas Barrow 
("Barrow"), James E. Sowell ("Sowell") and Bargo Operating Company, 
Inc., a Texas corporation ("Operating").

RECITALS:

     A.     Future, Price, Reynolds, Energy PLC, EnCap LP and Resources 
are currently parties to a Shareholder's Agreement, dated August 14, 
1998 ("Original Agreement").

     B.     Future, Resources, TJG and BEC are parties to an Asset 
Purchase Agreement and Plan of Reorganization, dated December 15, 1998 
("Reorganization Agreement"), pursuant to which TJG and BEC will be 
issued shares of common stock, $0.01 par value ("Common Stock"), of 
Future, and Resources will be issued shares ("Preferred Shares") of 
voting preferred stock convertible into shares of Common Stock.

     C.     Resources has distributed to its partners, Goff, Barrow, 
Sowell and Operating, the right to receive the Preferred Shares of 
Future to which Resources may be entitled under the Reorganization 
Agreement; 

     D.      The parties hereto deem it in their mutual best interests 
to make the agreements contained herein.

AGREEMENT:

     NOW, THEREFORE, for and in consideration of the foregoing Recitals 
and the mutual agreements contained herein, the sufficiency of which is 
hereby acknowledged and confirmed, the parties hereto, intending to be 
legally bound hereby, amend and restate the Original Agreement to read 
in its entirety as follows:

Section 1.     Definitions.

          (a)    The following defined terms shall have the respective 
      meanings assigned to them below:

               (i)     "Affiliate" shall mean, with respect to any person, 
          any person directly or indirectly controlling, controlled by or 
          under common control with, such other person.  For purposes of 
          this definition, the term "control," when used with respect to any 
          person, shall mean the possession, directly or indirectly, of the 
          power to direct or cause the direction of the management and 
          policies of such person, whether through the ownership of voting 
          securities, by contract or otherwise; and the terms "controlling" 
          and "controlled" shall have meanings correlative to the foregoing.

               (ii)     "Bargo Group" shall mean TJG, BEC, Resources, 
          Operating, Goff, Barrow and Sowell and any transferee of a member 
          of the Bargo Group that executes or is required to execute an 
          Addendum Agreement.

               (iii)     "Designated Nominee" shall mean a person designated 
          by a Subject Shareholder as a nominee for election to Future's 
          Board of Directors.

               (iv)     "EnCap Group" shall mean Energy PLC, EnCap LP and 
          any transferee of a member of the EnCap Group that executes or is 
          required to execute an Addendum Agreement.

               (v)     "Market Price" of the Common Stock means the average 
          closing prices of the Common Stock for the ten trading days 
          preceding an Offering Notice under Section 4(b) over the principal 
          securities exchange in which the Common Stock is traded or, if not 
          traded on an exchange, the average closing price for ten trading 
          days preceding such Offering Notice as reported on the NASDAQ NMS, 
          or if not traded on an exchange or the NASDAQ NMS, the average of 
          the closing bid and asked prices of the Common Stock for such ten 
          day period.

               (vi)     "Other Shareholder" shall mean, when used with 
          respect to a Subject Shareholder, the other Subject Shareholders.

               (vii)     "Price Group" shall mean Price, Reynolds and any 
          transferee of a member of the Price Group that executes or is 
          required to execute an Addendum Agreement.

               (viii)     "Purchase Price" means, for purposes of Section 4, 
          an amount stated in dollars equal to the total value of a bona 
          fide written offer from a person to purchase shares of Common 
          Stock or Preferred Shares from a Shareholder determined as 
          follows:  (i) cash payable at closing shall be valued at the 
          amount thereof, (ii) a security trading on a public market and for 
          which published trading prices are readily available shall be 
          valued at its closing sales price (or if a sales price is not 
          available, at the average of its closing bid and asked prices) on 
          the last business day preceding the date of the first Offering 
          Notice with respect to such offer, and (iii) a security not 
          described in clause (ii) or other property, including cash payable 
          in one or more installments after closing, shall be valued at its 
          fair market value on the last business day preceding the date of 
          the first Offering Notice with respect to such offer as determined 
          at the option of the Selling Shareholder (as defined in Section 4) 
          either (a) by a qualified independent third party appraiser (the 
          expense of which shall be paid by the Company) or (b) in good 
          faith by the Board of Directors of the Company (excluding any 
          member of the Board who is a director, officer or shareholder of 
          the Selling Shareholder or who has the right to purchase Common 
          Stock or Preferred Shares under this Agreement) but only if all of 
          such Board members agree to accept the assignment to make such 
          determination.  Notwithstanding anything in the foregoing to the 
          contrary, for purposes hereof the Purchase Price of any Preferred 
          Shares shall be determined as if such Preferred Shares were 
          converted into Common Stock.

               (ix)     "Shareholders" shall mean the parties to this 
          Agreement and any person who executes or is required to execute an 
          Addendum Agreement (attached hereto as Exhibit "A").

               (x)     "Subject Shareholder" shall mean either the (i) Price 
          Group, (ii) EnCap Group or (iii) Bargo Group.

               (xi)     "Total Voting Power" shall mean the aggregate number 
          of votes which may be cast by holders of outstanding Voting 
          Securities.

               (xii)     "Voting Securities" shall mean Common Stock, the 
          Preferred Shares and any other securities of Future entitled to 
          vote generally for the election of directors of Future.

Section 2.     Agreement Regarding Board Representation. 

               (a)     The Price Group shall have one Designated Nominee, the 
     EnCap Group shall have two Designated Nominees and the Bargo Group shall 
     have four Designated Nominees.

               (b)     Each Shareholder agrees (i) to use its reasonable best 
     efforts to cause Future's Board of Directors to be composed of seven 
     members, (ii) to use its reasonable best efforts to cause Future to 
     nominate or cause to be nominated to the Future Board of Directors the 
     Designated Nominees of the Other Shareholders and (iii) to vote or cause 
     to be voted all Voting Securities beneficially owned by such Shareholder 
     in favor of the election of the Designated Nominees of the Other 
     Shareholders to Future's Board of Directors.  For purposes of this 
     Agreement, "beneficial ownership" or "beneficially own" shall be 
     determined in accordance with Rule 13d-3 under the Securities Exchange 
     Act of 1934, as amended ("Exchange Act").

               (c)     In the event of the death, incapacity, resignation or 
     removal of a Subject Shareholder's Designated Nominee preventing his or 
     her serving on Future's Board of Directors, each Shareholder will 
     promptly cause the election or appointment of another Designated Nominee 
     of such Subject Shareholder to fill the vacancy created thereby.
     
               (d)     Each Shareholder agrees to cause a designee of the Bargo 
     Group to be elected Chairman of the Board of Directors of Future.  Tim 
     J. Goff shall serve as the Bargo Group's initial designee.  In the event 
     Mr. Goff no longer serves as the Bargo Group's designee, the Bargo Group 
     agrees that all of its subsequent replacement designees as Chairman of 
     the Board of Directors shall be subject to the prior approval of a 
     majority of the Board of Directors of Future, which approval shall not 
     be unreasonably withheld, and if a replacement designee is not so 
     approved, the Bargo Group shall designate another designee acceptable to 
     Future's Board of Directors.

Section 3.     Tag Along Rights.

          (a)     If any Shareholder (for purposes of this Section 3, a 
     "Selling Shareholder") proposes to sell, dispose of or otherwise 
     transfer any shares (whether currently owned or hereafter acquired) of 
     Common Stock or Preferred Shares (the shares of Common Stock and/or 
     Preferred Shares proposed to be transferred being called the "Subject 
     Shares") other than pursuant to an Exempt Transfer (as defined below), 
     the Selling Shareholder shall refrain from effecting such transaction 
     unless, prior to the consummation thereof, the Shareholders other than 
     the Selling Shareholder (the "Tag Along Shareholders"), shall have been 
     afforded the opportunity to join in such sale on the basis hereinafter 
     described.  Each of the Shareholders agrees not to transfer any shares 
     of Common Stock or Preferred Shares indirectly in a manner that would be 
     inconsistent with the essential intent of this Section 3.  

          (b)     Not less than 30 nor more than 120 days prior to the 
     consummation of any proposed sale, disposition or transfer of the 
     Subject Shares, the Selling Shareholder shall notify, or cause to be 
     notified, each Tag Along Shareholder in writing of each such proposed 
     transfer.  Such notice ("Sale Notice") shall set forth:  (i) the name of 
     the transferor and the number of Subject Shares proposed to be 
     transferred, (ii) the name and address of the proposed purchaser (the 
     "Proposed Purchaser"), (iii) the proposed amount and form of 
     consideration and terms and conditions of payment offered by such 
     Proposed Purchaser and (iv) that the Proposed Purchaser has been 
     informed of the tag along right provided for in this Section 3 and has 
     agreed to purchase shares of Common Stock and/or Preferred Shares owned 
     by any Tag Along Shareholder in accordance with the terms hereof.  The 
     tag along right may be exercised by any Tag Along Shareholder by 
     delivery of a written notice to the Selling Shareholder proposing to 
     sell the Subject Shares (the "Tag-Along Notice") within 30 days 
     following its receipt of the notice specified above.  The Tag-Along 
     Notice shall state the amount of shares of Common Stock and/or Preferred 
     Shares (the "Tag-Along Shares") that such Tag-Along Shareholder proposes 
     to include in such transfer to the Proposed Purchaser.  If no Tag-Along 
     Notice is received during the 30-day period referred to above (or if 
     such Notices do not cover all the Subject Shares proposed to be 
     transferred), the Selling Shareholder shall have the right, for a 90-day 
     period after the expiration of the 30-day period referred to above, to 
     transfer the Subject Shares specified in the Tag-Along Notice (or the 
     remaining Subject Shares) on terms and conditions no more favorable than 
     those stated in the Sale Notice and in accordance with the provisions of 
     this Section 3.  

          (c)     In the event that the number of shares of Common Stock 
     and/or Preferred Shares that the Selling and Tag Along Shareholders 
     propose to sell is greater than the number of shares of Common Stock 
     and/or Preferred Shares that the Proposed Purchaser proposes to buy, 
     each such Shareholder (a "Participating Shareholder") shall be permitted 
     to sell the total number of shares of Common Stock and/or Preferred 
     Shares that the Proposed Purchaser agrees to purchase multiplied by the 
     Pro Rata Percentage (as defined) attributable to such Participating 
     Shareholder, unless otherwise agreed by all of the Participating 
     Shareholders.  The Pro Rata Percentage shall mean a percentage equal to 
     X divided by Y, where "X" is equal to the number of issued and 
     outstanding shares of Common Stock, including shares of Common Stock 
     issuable upon conversion of Preferred Shares, currently held by such 
     Participating Shareholder, and where "Y" is equal to the aggregate 
     number of shares of Common Stock, including shares of Common Stock 
     issuable upon conversion of Preferred Shares, then owned by all of the 
     Participating Shareholders.  
     
          (d)     Any such purchase shall be made on the same price and other 
     terms and conditions as the Proposed Purchaser has offered with respect 
     to the Subject Shares.  In the event that the Proposed Purchaser does 
     not purchase the Tag-Along Shares from the Tag Along Shareholders on the 
     same terms and conditions as specified in the Sale Notice, then the 
     Selling Shareholder shall not be permitted to sell any Subject Shares to 
     the Proposed Purchaser in the proposed transfer.  The closing of any 
     purchase from the Tag Along Shareholders shall occur contemporaneously 
     with the purchase and sale of the Subject Shares or at such other time 
     as such Tag-Along Shareholder and the Proposed Purchaser shall agree. 
     
          (e)     As used herein, the term "Exempt Transfer" shall mean any 
     sale, disposition or transfer of the Subject Shares to be effected (i) 
     through a registration of such shares under the Securities Act of 1933, 
     as amended (the "Securities Act"), (ii) pursuant to and in compliance 
     with Rule 144 promulgated by the Securities and Exchange Commission 
     pursuant to the Securities Act, provided that such sale does not involve 
     a sale of Common Stock or Preferred Shares to any person who has 
     beneficial ownership of, or who is a member of a group (as defined under 
     Section 13(d) of the Exchange Act) which has beneficial ownership of, 
     more than 5% of the outstanding Common Stock or Preferred Shares, (iii) 
     transfers by a Selling Shareholder to any person who is a partner or 
     equity holder of such Selling Shareholder, a successor of, or an entity 
     all of the equity interests of which are directly or indirectly owned 
     by, the Selling Shareholder or an Affiliate of the Selling Shareholder, 
     provided that no transfer pursuant to this subsection (iii) shall be an 
     Exempt Transfer unless the transferee agrees in writing to be bound by 
     this Agreement and executes an Addendum Agreement hereto, or (iv) any 
     bona fide charge, pledge or mortgage by any Shareholder of any shares of 
     Common Stock or Preferred Shares owned or held by it or its rights under 
     this Agreement, provided that any disposition of any such shares of 
     Common Stock or Preferred Shares after foreclosure of such charge, 
     pledge or mortgage shall be governed by the provisions of this 
     Agreement, and the purchaser or purchasers of the shares shall have 
     entered into an Addendum Agreement with Future and the other 
     Shareholders.

Section 4.     Right of First Refusal.

          (a)     No Shareholder may sell, transfer or dispose of any shares 
     (whether currently owned or hereafter acquired) of Common Stock or 
     Preferred Shares except in compliance with this Section 4.  If any 
     Shareholder desires to dispose of any shares of Common Stock or 
     Preferred Shares owned or held by it pursuant to a bona fide offer 
     (other than in an Exempt Transfer), such Shareholder (for purposes of 
     this Section 4, a "Selling Shareholder") shall offer such shares for 
     sale at the Purchase Price to the other Shareholders, all in accordance 
     with the following provisions of this Section 4.
     
               (i)     The Selling Shareholder shall deliver a written notice 
          ("Offering Notice") to the other Shareholders, and within 30 days 
          from the receipt of such Offering Notice, the other Shareholders 
          shall deliver written notice ("Reply Notice") to the Selling 
          Shareholder.  If by their Reply Notice the other Shareholders 
          accept the offer of the Selling Shareholder, such Reply Notice 
          shall constitute an agreement binding upon the Selling Shareholder 
          and the other Shareholders to sell and purchase the offered shares 
          at the Purchase Price.  Once the Offering Notice is delivered, the 
          offer by the Selling Shareholder may not be withdrawn prior to the 
          expiration of the option of the other Shareholders, as provided in 
          this Section 4.

              (ii)     Any dispute concerning the calculation of the 
          Purchase Price shall be resolved by the Board of Directors of the 
          Company, excluding any member of the Board who is, or is a 
          director, officer, partner or stockholder of, the Selling 
          Shareholder or who has a right to purchase stock from the Selling 
          Shareholder in the transaction for which the Purchase Price is 
          being determined; provided that if all directors are excluded 
          pursuant to the foregoing, such disputes shall be submitted to 
          binding arbitration as provided in Exhibit B.  The Purchase Price 
          shall be paid in cash at the closing.

               (iii)     If the other Shareholders do not accept an offer of 
          the Selling Shareholder pursuant to the foregoing provisions of 
          this Section 4 the Selling Shareholder shall be freed and 
          discharged, except as herein stated, from all obligations under 
          the terms of this Agreement other than to sell the offered shares 
          to the purchaser and at the price and upon the terms stated in the 
          Offering Notice given by the Selling Shareholder pursuant to this 
          Section 4, but only if such sale shall be completed within a 
          period of ninety days from the date of delivery of the Offering 
          Notice to the other Shareholders.  If the Selling Shareholder does 
          not complete such sale within such ninety-day period, all the 
          provisions of this Agreement, including the provisions of this 
          Section 4, shall apply to any future sale or offer for sale of 
          such shares of Common Stock or Preferred Shares owned by the 
          Selling Shareholder.

          (b)     Upon any involuntary disposition of a Shareholder's shares 
     of Common Stock or Preferred Shares, such Shareholder or its 
     representative shall send notice thereof, disclosing in full to the 
     Company and the other Shareholders the nature and details of such 
     involuntary disposition and offer such shares for sale at the Market 
     Price of Common Stock to the other Shareholders, all in accordance with 
     the following provisions of this Section 4.  As used in this Section 
     4(b), the term "Selling Shareholder" shall mean such Shareholder or its 
     representative, as the case may be.

               (i)     The Selling Shareholder shall deliver an Offering 
          Notice to the other Shareholders.  Each of the other Shareholders 
          shall have 30 days from the receipt of their respective Offering 
          Notice to deliver a Reply Notice to the Selling Shareholder.  If 
          by their Reply Notice the other Shareholders accept the offer of 
          the Selling Shareholder, such Reply Notice shall constitute an 
          agreement binding upon the Selling Shareholder and the other 
          Shareholders to sell and purchase the offered shares at the price 
          and upon the terms stated in the Offering Notice of the Selling 
          Shareholder.

                (ii)     In connection with any purchase and sale of shares of 
          Common Stock or Preferred Shares pursuant to paragraph (i) of this 
          Section 4(b), the purchaser or purchasers shall pay the purchase 
          price for the shares in cash at the closing.

               (iii)     If the Shareholders do not accept the offer of the 
          Selling Shareholder pursuant to the foregoing provisions of this 
          Section 4(b), the Selling Shareholder shall be freed and 
          discharged from all obligations under the terms of this Agreement 
          except to dispose of the offered shares by involuntary disposition 
          but only if the transferee under any such disposition shall have 
          entered into and Addendum Agreement with the Company and the other 
          Shareholders.  If such involuntary disposition is not effected, 
          all the provisions of this Agreement, including the provisions of 
          this Section 4, shall apply to any future involuntary disposition 
          of such shares of Common Stock or Preferred Shares owned by the 
          Selling Shareholder.

          (c)     The provisions of this Section 4 shall not apply to an 
     Exempt Transfer.


Section 5.     Representations and Warranties of Shareholders.  

     Each Shareholder hereby represents and warrants to the other 
Shareholders as follows:

          (a)     As of the date hereof, such Shareholder is the record and 
     beneficial owner of  the number of shares of Common Stock and Preferred 
     Shares set forth opposite its name in the attached Exhibit 4(a).

          (b)     Such Shareholder, if not a natural person, is duly formed, 
     validly existing and in good standing under the laws of the jurisdiction 
     of its formation.

          (c)     Such Shareholder has full power and authority to execute, 
     deliver, and perform this Agreement and to consummate the transactions 
     contemplated hereby. This Agreement has been duly executed and delivered 
     by such Shareholder and constitutes a valid and legally binding 
     obligation of such Shareholder, enforceable against such Shareholder in 
     accordance with its terms.

          (d)     The execution, delivery, and performance by such 
     Shareholder of this Agreement do not and will not (i) if not a natural 
     person, be in contravention of or violate any provision of its charter 
     or other governing documents, as amended to the date hereof, (ii) 
     conflict with or result in a violation of any provision of, or 
     constitute (with or without the giving of notice or the passage of time 
     or both) a default under, or give rise (with or without the giving of 
     notice or the passage of time or both) to any right of termination, 
     cancellation, or acceleration under, any bond, debenture, note, 
     mortgage, indenture, lease, contract, agreement, or other instrument or 
     obligation to which such Shareholder is a party or by which such 
     Shareholder or any of its properties may be bound or (iii) violate any 
     applicable law, rule or regulation binding upon such Shareholder.

          (e)     No consent, approval, order, or authorization of, or 
     declaration, filing, or registration with, any court or governmental 
     agency or of any third party is required to be obtained or made by such 
     Shareholder in connection with the execution, delivery, or performance 
     by such Shareholder of this Agreement.
     
Section 6.     Survival of Provisions.

     All representations, warranties and covenants made by each party 
hereto in this Agreement or any other document contemplated hereby shall 
be considered to have been relied upon by the other parties hereto and 
shall survive the execution and delivery of this Agreement or such other 
document, regardless of any investigation made by or on behalf of any 
such party.

Section 7.     Entire Agreement.  

     This Agreement and the other documents contemplated hereunder 
contain the entire understanding of the parties hereto with respect to 
the subject matter hereof and supersedes all prior agreements, 
understandings, negotiations, and discussions among the parties with 
respect to such subject matter, including, without limitation that 
certain Voting Agreement dated November 25, 1997, by and between Future, 
Energy PLC, EnCap LP, Carl Price and Don Wm. Reynolds and that certain 
Purchase and Sale Agreement dated November 25, 1997, by and among 
Future, Energy PLC, EnCap LP and Gecko Booty 1994 I Limited Partnership.  
Neither Future nor any Shareholder shall be a party to any agreement 
involving any holder of capital stock of Future, as such, unless Future 
and all such Shareholders are also parties to that agreement, except 
with the written consent of Future and all such Shareholders who are not 
parties to such an agreement.  

Section 8.     Amendments. 

     This Agreement may be amended, modified, supplemented, restated or 
discharged only by an instrument in writing signed by each of the 
Subject Shareholders hereto.  For purposes of this section, a Subject 
Shareholder shall be deemed to have properly executed an amendment 
hereto upon the consent of the holders of a majority of the then 
outstanding Voting Securities held by the members of such Subject 
Shareholder.

Section 9.     Notices.

     All notices and other communications required under this Agreement 
shall (unless otherwise specifically provided herein) be in writing and 
be delivered personally, by recognized commercial courier or delivery 
service (which provides a receipt), by telecopier (with receipt 
acknowledged), or by registered or certified mail (postage prepaid), at 
the following addresses:

If to a member of the Bargo Group, other than Sowell: 
                              c/o Bargo Energy Company
                              700 Louisiana, Suite 3700
                              Houston, Texas 77002
                              Attention:  Tim J. Goff
                              Fax No.:  713-236-9799

If to Sowell:                 James E. Sowell
                              3131 McKinney Avenue, Suite 200
                              Dallas, Texas 75204

If to B. Carl Price or Don Wm. Reynolds:
                              c/o Future Petroleum Corporation
                              2351 West Northwest Highway
                              Suite 2130
                              Dallas, Texas 75220
                              Attention:  Carl Price
                              Fax No.:  214-350-8382

If to Energy PLC or EnCap LP:
                                 c/o EnCap Investments, L.C.
                              1100 Louisiana, Suite 3150      
                              Houston, Texas  77002
                              Attention: Gary R. Petersen
                              Fax No.:  713-659-6130

and shall be considered delivered on the date of receipt.  A Shareholder 
may specify as its proper address any other post office address within 
the continental limits of the United States by giving notice to the 
other Shareholders, in the manner provided in this Section, at least ten 
(10) days prior to the effective date of such change of address.

     Any party hereto may designate a different address by notice to the 
other parties.

Section 10.     Termination.

     This Agreement shall terminate upon the earlier of (i) the written 
consent of each of the Shareholders, (ii) when the Shareholders 
collectively hold an aggregate of less than 30%, or when, with respect 
to a Subject Shareholder, such Subject Shareholder owns less than 5% of 
the issued and outstanding shares of Common Stock (and this Agreement 
shall be terminated solely with respect to such Subject Shareholder but 
shall remain in effect as to those Subject Shareholders owning 5% or 
more of the issued and outstanding shares of Common Stock).

Section 11.     Power of Attorney.

     For the purpose of executing an Addendum Agreement, all the 
Shareholders hereby appoint Future as their agent and attorney to 
execute such Addendum Agreement on their behalf and expressly bind 
themselves to the Addendum Agreement by Future's execution of that 
Agreement without further action on their part.

Section 12.     No Waiver.  

     The failure of any party hereto to insist upon strict performance 
of a covenant hereunder or of any obligation hereunder, irrespective of 
the length of time for which such failure continues, shall not be a 
waiver of such party's right to demand strict compliance in the future.  
No consent or waiver, express or implied, to or of any breach or default 
in the performance of any obligation hereunder shall constitute a 
consent or waiver to or of any other breach or default in the 
performance of the same or any other obligation hereunder.

Section 13.     Choice of Law.  

     This Agreement shall be governed by the laws of the State of Utah.

Section 14.     Successors and Assigns.  

     This Agreement shall be binding on and inure to the benefit of the 
parties hereto and their respective successors and assigns.

Section 15.     References and Construction.

          (a)     For purposes of this Agreement, whenever any Shareholder is 
     required to offer shares of Common Stock or Preferred Shares to the 
     other Shareholders pursuant to this Agreement, such offer shall be 
     deemed to be made to the other Shareholders pro rata in accordance with 
     their respective holdings of shares of Common Stock and Preferred Shares 
     (on an as converted basis) at the time of the offer, or in such other 
     proportions as may be agreed upon by all Shareholders electing to accept 
     the offer who, pursuant to this agreement, would purchase more or less 
     than their pro rata share.  Except as may otherwise be agreed, each 
     member of the group to whom such shares are so offered shall have the 
     right to purchase that proportion of the number of such offered shares 
     that the number of shares of Common Stock, including shares of Common 
     Stock issuable upon conversion of Preferred Shares, owned by such member 
     bears to the total number of shares of Common Stock, including shares of 
     Common Stock issuable upon conversion of Preferred Shares, owned by the 
     members of the group electing to accept the offer.
     
               (b)     The provisions of Sections 3 and 4 shall not apply to 
     transactions between members of a group, so that transactions between 
     members of the Price Group shall not be subject to Sections 3 and 4, 
     transactions between members of the EnCap Group shall not be subject to 
     Sections 3 and 4 and transactions between members of the Bargo Group 
     shall not be subject to Sections 3 and 4 and any shares transferred 
     pursuant to such transactions shall remain subject to this Agreement.  
     The parties hereto consent to the pledge of shares pursuant to those 
     certain Pledge Agreements (stock) by Resources, Energy PLC and EnCap LP, 
     Price, TJG, BEC, Goff, Barrow, Sowell and Operating, respectively, in 
     favor of Bank of America National Trust and Savings Association and 
     agree that Sections 3 and 4 hereof shall not be applicable to such 
     pledges or any foreclosures or resales thereunder.
     
          (c)     All references in this Agreement to articles, sections, 
     subsections and other subdivisions refer to corresponding articles, 
     sections, subsections and other subdivisions of this Agreement unless 
     expressly provided otherwise. 
     
          (d)     Titles appearing at the beginning of any of such 
     subdivisions are for convenience only and shall not constitute part of 
     such subdivisions and shall be disregarded in construing the language 
     contained in such subdivisions. 

          (e)     The words "this Agreement", "this instrument", "herein", 
     "hereof", "hereby", "hereunder" and words of similar import refer to 
     this Agreement as a whole and not to any particular subdivision unless 
     expressly so limited. 
      
          (f)     Words in the singular form shall be construed to include 
     the plural and vice versa, unless the context otherwise requires. 
     
          (g)     Unless the context otherwise requires or unless otherwise 
     provided herein, the terms defined in this Agreement which refer to a 
     particular agreement, instrument or document also refer to and include 
     all renewals, extensions, modifications, amendments or restatements of 
     such agreement, instrument or document, provided that nothing contained 
     in this subsection shall be construed to authorize such renewal, 
     extension, modification, amendment or restatement.

          (h)     Examples shall not be construed to limit, expressly or by 
     implication, the matter they illustrate.

          (i)     The word "or" is not exclusive and the word "includes" and 
     its derivatives means "includes, but is not limited to" and 
     corresponding derivative expressions. 

          (j)     No consideration shall be given to the fact or presumption 
     that one party had a greater or lesser hand in drafting this Agreement. 

          (k)     All references herein to "$" or "dollars" shall refer to 
     U.S. Dollars.

Section 16.     Endorsements.  

     The certificate or certificates representing the Voting Securities 
now owned or hereafter acquired by the Shareholders shall have 
conspicuously stamped, printed, or typed on the face or back thereof a 
legend substantially in the following form:

     "The shares represented hereby are subject to that certain 
Amended and Restated Shareholders' Agreement, dated as of December 
15, 1998, by and among the Company, and certain stockholders of 
the Company.  A copy of the Shareholders'  Agreement and all 
applicable amendments thereto will be furnished by the Company to 
the holder hereof without charge upon written request to the 
Company at its principal place of business or registered office."

Section 17.     Specific Performance.  

     Each of the parties hereto recognizes that any breach of the terms 
of this Agreement may give rise to irreparable harm for which money 
damages would not be an adequate remedy, and accordingly agree that, in 
addition to other remedies, any nonbreaching party shall be entitled to 
enforce the terms of this Agreement by a decree of specific performance 
without the necessity of proving the inadequacy as a remedy of money 
damages.

Section 18.     Counterparts.  

     This Agreement may be executed in multiple counterparts, with each 
such counterpart constituting an original and all of such counterparts 
constituting but one and the same agreement.

     IN WITNESS WHEREOF, this Amended and Restated Shareholder's 
Agreement has been executed as of the date above first written.

                         FUTURE PETROLEUM CORPORATION


                         By:   /s/ Carl Price                          
                         Carl Price, President


                         ENCAP EQUITY 1994 LIMITED PARTNERSHIP,

                         By:     EnCap Investments L.C., General 
                                Partner


                         By:   /s/ Gary R. Petersen              
                         Gary R. Petersen
                         Managing Director


                         ENERGY CAPITAL INVESTMENT COMPANY 


                         By:   /s/ Gary R. Petersen                     
                         Gary R. Petersen
                         Director


                         TJG INVESTMENTS, INC.


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

                         BARGO ENERGY COMPANY


                         By:   /s/ Tim J. Goff
                         Tim J. Goff, Manager 


                         BARGO ENERGY RESOURCES, LTD.

                         By:     Bargo Operating Company, Inc., 
                                General Partner


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



                         BARGO OPERATING COMPANY, INC.


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



                         /s/ Tim J. Goff          
                         Tim J. Goff


                         /s/ Thomas Barrow        
                         Thomas Barrow


                         /s/ James E. Sowell          
                         James E. Sowell




                         EXHIBIT 4(a)



Shareholder                                         Number of Shares
                                             of Stock
_________________________________________________________________________
B. Carl Price                                          1,089,149*
Don Wm. Reynolds                                         753,362*
Energy Capital Investment Company PLC                  2,269,886* 
EnCap Equity 1994 Limited Partnership                  2,424,973*
TJG Investments, Inc.                                  1,255,000*
Bargo Energy Company                                   7,078,333*
Tim J. Goff                                               32,333.3333**
Thomas Barrow                                             33,333.3333**
James E. Sowell                                           33,333.3334**
Bargo Operating Company, Inc.                              1,000.000**
Bargo Energy Resources, Ltd.                           4,694,859*
               
*     Common Stock
**     Preferred Shares


                              EXHIBIT A


                           ADDENDUM AGREEMENT


     Addendum Agreement made this ____ day of ________, ____, by and 
between ____________________________________________ (the "New 
Shareholder") and Future Petroleum Corporation, a Utah corporation (the 
"Company"), and the other shareholders (the "Shareholders") of the 
Company, who are parties to that certain Amended and Restated 
Shareholders' Agreement dated December 15, 1998 (the "Agreement"), 
between the Company and the Shareholders.

     W I T N E S E T H:

          WHEREAS, the Company and the Shareholders entered into the 
Agreement to impose certain restrictions and obligations upon themselves 
and the shares of Common Stock, $0.01 par value, of the Company held by 
them (the "Shares"); 

          WHEREAS, the New Shareholder is desirous of becoming a 
shareholder of the Company; and

          WHEREAS, the Company and the Shareholders have required in the 
Agreement that in certain circumstances certain persons being offered 
Shares must enter into an Addendum Agreement binding the New Shareholder 
to the Agreement to the same extent as if it was an original party 
thereto, so as to promote the mutual interests of the Company, the 
Shareholders and the New Shareholders by imposing the same restrictions 
and obligations on the New Shareholder and the shares of Common Stock to 
be acquired by it as were imposed upon the Shareholders under the 
Agreement,

          NOW, THEREFORE, in consideration of the mutual promises of the 
parties, and as a condition of the purchase of the shares of Common 
Stock in the Company, the New Shareholder acknowledges that it has read 
the Agreement.  The New Shareholder shall be bound by, and shall have 
the benefit of, all the terms and conditions set out in the Agreement to 
the same extent as if it was a "Shareholder" as defined in the 
Agreement.  This Addendum Agreement shall be attached to and become a 
part of the Agreement.
                                   ______________________________
                                          New Shareholder


                                   By____________________________

                                   Address for notices under
                                   Section 9 of Agreement:

                                   ______________________________
                                   ______________________________
                                   ______________________________


                              EXHIBIT B


                              ARBITRATION


     In the event that a dispute or controversy as described in Section 
3 should arise, such dispute or controversy shall be settled in 
arbitration in Houston, Texas and for this purpose each of the parties 
hereby expressly consents to such arbitration in such place.  In the 
event the parties cannot mutually agree upon an arbitrator to settle 
their dispute or controversy, each party to the dispute shall select one 
arbitrator.  In the event that there are only two parties to the 
dispute, the arbitrators selected by each party shall select a third 
arbitrator.  The decision of said arbitrators shall be binding upon the 
parties for all purposes.  If any party fails to select an arbitrator 
within 15 days after written demand from the other party or parties to 
do so, or if, in the event that there are only two parties to the 
dispute, the two arbitrators selected fail to select a third arbitrator 
within 15 days after the last of such selected arbitrators is appointed, 
such other arbitrator or arbitrators shall be selected pursuant to the 
then existing rules and regulations of the American Arbitration 
Association.  Such arbitration shall be conducted in accordance with the 
then existing rules and regulations of the American Arbitration 
Association to the extent such rules and regulations are not 
inconsistent with this Agreement.  The expense of each arbitrator shall 
be borne by the party selecting the arbitrator.  The expense of any 
third arbitrator shall be borne equally by the two parties to the 
dispute or controversy. For purposes hereof, in the case of a dispute or 
controversy where the Offering Notice was submitted by, or the 
transaction otherwise involves, more than one Selling Shareholder, all 
such Selling Shareholders shall collectively constitute a single party. 
Likewise, where the transaction involves more than one purchasing 
Shareholder, all such purchasing Shareholders shall constitute a single 
party.

                              EXHIBIT 99.9




                            U.S. $50,000,000

                         AMENDED AND RESTATED
                           CREDIT AGREEMENT,

                    dated as of December 4, 1998,

                              between

                    FUTURE PETROLEUM CORPORATION,

                          as the Borrower,

                              and

                    BANK OF AMERICA NATIONAL TRUST 
                         AND SAVINGS ASSOCIATION,

                         as the Lender



                  AMENDED AND RESTATED CREDIT AGREEMENT


     THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 4, 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 is engaged in the business of oil and gas 
exploration and production, and activities related or ancillary thereto; and

     WHEREAS, the Borrower and the Lender are parties to that certain Credit 
Agreement dated as of August 14, 1998, as amended by Amendment No. 1 to Credit 
Agreement dated as of November 16, 1998 (the "Existing Agreement"), the Lender 
made commitments to make loans to the Borrower prior to the applicable 
commitment termination date and in maximum aggregate principal amount of loans 
and letter of credit outstandings at any one time not to exceed in the aggregate
the lesser of (x) the borrowing base, or (y) $27,500,000; and

     WHEREAS, the Borrower desires to amend the Existing Agreement and to 
obtain Commitments from the Lender pursuant to which

          (a)      Loans will be made to the Borrower from time to time prior 
     to the applicable Commitment Termination Date; and

          (b)     Letters of Credit will be issued by an Issuer for the 
     account of the Borrower from time to time prior to the Tranche A 
     Availability Termination Date in a maximum aggregate principal amount of 
     Loans and Letter of Credit Outstandings at any one time not to exceed in 
     the aggregate the lesser of (x) the Collateral Value, or (y) $50,000,000; 
     and
 
     WHEREAS, the Lender is willing, on the terms and subject to the conditions 
hereinafter set forth (including Article VI), to amend the Existing Agreement, 
to extend such Commitments, and to make such Loans to the Borrower and issue 
such Letters of Credit; and

     WHEREAS, the proceeds of such Loans will be used


          (a)     to refinance certain acquisition-related indebtedness 
     pertaining to Oil and Gas Properties owned by the Borrower or one of the 
     Borrower's Subsidiaries in the States of Oklahoma, New Mexico, Louisiana, 
     California and Texas;

          (b)     to purchase certain Acquired Properties;

          (c)     to finance certain costs in connection with the Bargo-Future 
     Transaction;

          (d)     to finance the repayment of certain subordinated 
     indebtedness owed to certain of the Existing Creditors; and 

          (e)     for general working capital purposes.

     WHEREAS, the Parties have agreed it is in their respective best interests 
to enter into this Agreement amending, restating and superseding the Existing 
Agreement,

     NOW, THEREFORE, the parties hereto agree as follows:


                              ARTICLE I

               DEFINITIONS AND ACCOUNTING TERMS

     SECTION I.1.  Defined Terms.  The following terms (whether or not 
underscored) when used in this Agreement, including its preamble and recitals, 
shall, except where the context otherwise requires, have the following meanings 
(such meanings to be equally applicable to the singular and plural forms 
thereof):

     "Acquired Properties" means those Oil and Gas Properties and other assets 
that are acquired from time to time in an Acquisition.

     "Acquisition" means an acquisition by the Borrower or one or more of its 
Subsidiaries of Acquired Properties.

     "Affiliate" of any Person means any other Person which, directly or 
indirectly, controls, is controlled by or is under common control with such 
Person (excluding any trustee under, or any committee with responsibility for 
administering, any Plan).  A Person shall be deemed to be "controlled by" any 
other Person if such other Person possesses, directly or indirectly, power 

          (a)     to vote 10% or more of the securities (on a fully diluted 
     basis) having ordinary voting power for the election of directors or 
     managing general partners; or

          (b)     to direct or cause the direction of the management and 
     policies of such Person whether by contract or otherwise.

     "Agreement" means, on any date, this Amended and Restated Credit Agreement 
as originally in effect on the Effective Date and as thereafter from time to 
time amended, supplemented, amended and restated, or otherwise modified and in 
effect on such date.

     "Alternate Base Rate" means, on any date and with respect to all Base Rate 
Loans, a fluctuating rate of interest per annum equal to the higher of

          (a)     the rate of interest as announced from time to time by the 
     Lender as its "reference rate" at its Domestic Office; or

          (b)     the Federal Funds Rate most recently determined by the 
     Lender plus r%.

The Alternate Base Rate is not necessarily intended to be the lowest rate of 
interest in connection with extensions of credit.  Changes in the rate of 
interest on that portion of any Loans maintained as Base Rate Loans will take 
effect simultaneously with each change in the Alternate Base Rate.  The Lender 
will give notice to the Borrower of changes in the Alternate Base Rate.

     "Applicable Law" means with respect to any Person or matter, any federal, 
state, regional, tribal or local statute, law, code, rule, treaty, convention, 
application, order, decree, consent decree, injunction, directive, determination
or other requirement (whether or not having the force of law) relating to such 
Person or matter and, where applicable, any interpretation thereof by a 
Government Agency having jurisdiction with respect thereto or charged with the 
administration or interpretation thereof.

     "Applicable Margin" means, with respect to any Loan at any time of 
determination, a margin above the interest rate or fee applicable to such Credit
Extension equal to the following:




     Type of Interest        LIBO Rate           Alternate 
                                                 Base Rate 
     Tranche A Loan              2%                  0%

     Tranche B Loan              4%                  2%

After the date that is 120 days after the Effective Date until the payment 
in full of all Tranche B Loans, the Applicable Margin in the case of Tranche B 
Loans shall increase to the following amounts:




     Type of Interest        LIBO Rate           Alternate 
                                                 Base Rate 
     Tranche B Loans            6%                  4%


Notwithstanding the foregoing, after any Borrowing Base Deficiency or Collateral
Value Deficiency has existed for sixty (60) consecutive days, the Applicable 
Margins set forth above shall increase by 3.00% until such Borrowing Base 
Deficiency and Collateral Value Deficiency, as the case may be, have been 
eliminated.  Such changes in the Applicable Margin with respect to any Credit 
Extension shall take effect upon the effective date of a Borrowing Base 
Redetermination or Collateral Value Redetermination, as applicable.

     "Approvals" means each and every approval, authorization, license, permit, 
consent, variance, land use entitlement, franchise, agreement, filing or 
registration by or with any Government Agency or other Person necessary for all 
stages of developing, operating, maintaining and abandoning Oil and Gas 
Properties.

     "Assignee Lender" is defined in Section 10.11.1.

     "Authorized Officer" means, relative to any Obligor, those of its officers 
(or, in the case of a partnership, those of the officers of its general partner)
whose signatures and incumbency shall have been certified to the Lender pursuant
to Section 6.1.1.

     "Bargo" means Bargo Energy Resources, Ltd., a Texas limited partnership, 
the sole general partner of which is Bargo Operating Company, Inc. and the sole 
limited partners of which are Tim J. Goff, Thomas D. Barrow, and James E. 
Sowell.

     "Bargo-Future Agreement" means that certain Asset Purchase Agreement and 
Plan of Reorganization" dated as of December 15, 1998, by and among the 
Borrower, Bargo, BEC and TJG, a December 9, 1998 draft of which has been 
furnished to the Lender.

     "Bargo-Future Transaction" means the various transactions contemplated by 
the Bargo-Future Agreement, including (i) the transfer from Bargo to the 
Borrower of substantially all of Bargo's assets, (ii) the transfer to the 
Borrower from each of BEC and TJG of all of the subordinated Indebtedness of 
Borrower to BEC and TJG, (iii) the issuance of common stock in the Borrower to 
BEC and TJG and (iv) the issuance of preferred stock in the Borrower to Bargo.

     "Base Rate Loan" means a Loan bearing interest at a fluctuating rate 
determined by reference to the Alternate Base Rate.

     "BEC" means Bargo Energy Company, a Texas general partnership.

     "Borrower" is defined in the preamble.

     "Borrowing" means the Loans of the same type and, in the case of LIBO Rate 
Loans, having the same Interest Period made by the Lender on the same Business 
Day and pursuant to the same Borrowing Request in accordance with Section 2.1.

     "Borrowing Base" means, as at any date, (a) prior to the initial Borrowing 
Base Redetermination, $24,775,000 and (b) thereafter, (i) that amount of 
Indebtedness for borrowed money under the Facility that the Lender determines in
accordance with Section 2.6 can be supported by  the Proven Reserves 
attributable to Hydrocarbon Interests owned directly by the Borrower or its 
Subsidiaries which are a part of the Mortgaged Properties, after an engineering 
and economic review of such reserves conducted by the Lender using its normal 
procedures for oil and gas facilities of this type, taking into account the 
value of all those proved developed producing oil and gas reserves and certain 
portions of certain other categories of Proven Reserves attributable to the 
Mortgaged Properties.

     "Borrowing Base Deficiency" means the amount by which (a) the sum of the 
aggregate outstanding principal amount of all Tranche A Loans plus Letter of 
Credit Outstandings exceeds (b) the then current Borrowing Base.     

     "Borrowing Base Deficiency Notification Date" means the date on which any 
notice of a Borrowing Base Deficiency is received by the Borrower.

     "Borrowing Base Fee" is defined in Section 3.3.8.

     "Borrowing Base Redetermination" is defined in Section 2.6.

     "Borrowing Request" means a loan request and certificate duly executed by 
an Authorized Officer of the Borrower, substantially in the form of Exhibit C-1 
hereto.

     "Business Day" means

          (a)     any day which is neither a Saturday or Sunday nor any other 
     day on which banks are authorized or required to be closed in Chicago, 
     Illinois; and

          (b)     relative to the making, continuing, prepaying or repaying of 
     any LIBO Rate Loans, any day on which dealings in Dollars are carried on 
     in the London interbank market.

     "Capital Expenditures" means, for any period, (without duplication) the 
aggregate amount of all expenditures of the Borrower and its consolidated 
Subsidiaries for fixed or capital assets made during such period which, in 
accordance with GAAP, would be classified as capital expenditures including, 
with respect to any period, payments made by the Borrower and its consolidated 
Subsidiaries with respect to Capitalized Lease Liabilities incurred during such 
period.

     "Capitalization" means, at any time, the sum of (a) the total Debt of the 
Borrower and its consolidated Subsidiaries plus (b) the total equity of the 
Borrower and its consolidated Subsidiaries.

     "Capitalized Lease Liabilities" means all monetary obligations of the 
Borrower or any of its consolidated Subsidiaries under any leasing or similar 
arrangement which, in accordance with GAAP, would be classified as capitalized 
leases, and, for purposes of this Agreement and each other Loan Document, the 
amount of such obligations shall be the capitalized amount thereof, determined 
in accordance with GAAP.

     "Cash Equivalent Investment" means, at any time:

          (a)     any evidence of Indebtedness, maturing not more than one 
     year after such time, issued or guaranteed by the United States 
     Government;

          (b)     commercial paper, maturing not more than nine months from 
     the date of issue, which is issued by

               (i)     a corporation (other than an Affiliate of the 
          Borrower) organized under the laws of any state of the United States 
          or of the District of Columbia and rated at least A-1 by Standard & 
          Poor's Corporation or P-1 by Moody's Investors Service, Inc., or
     
               (ii)  the Lender;

          (c)     any certificate of deposit or bankers acceptance, maturing 
     not more than one year after such time, which is issued by

               (i)     a commercial banking institution that is a member of 
          the Federal Reserve System and has a combined capital and surplus 
          and undivided profits of not less than $500,000,000, or

               (ii)     the Lender; or

          (d)     any repurchase agreement entered into with the Lender (or 
     other commercial banking institution of the stature referred to in clause 
     (c)) which 

               (i)     is secured by a fully perfected security interest in 
          any obligation of the type described in any of clauses (a) through 
          (c); and

               (ii)     has a market value at the time such repurchase 
          agreement is entered into of not less than 100% of the repurchase 
          obligation of the Lender (or other commercial banking institution) 
          thereunder.

     "CERCLA" means the Comprehensive Environmental Response, Compensation and 
Liability Act of 1980, as amended.

     "CERCLIS" means the Comprehensive Environmental Response Compensation 
Liability Information System List.

     "Change in Control" means (a) if Bargo Energy Resources, Ltd., EnCap 
Equity 1994 Limited Partnership and Energy Capital Investment Company PLC shall 
fail to collectively own at least 51% of the outstanding capital stock of the 
Borrower, on a fully diluted basis, or (b) if the Borrower ceases to own 
beneficially and of record 100% of the capital stock of each of Future Texas, 
Future Nevada and Future California, or (c) if Future Texas or Future Nevada 
ceases to own beneficially and of record 100% of the general partner and limited
partner interests, respectively, in the Partnership Subsidiaries.

     "Chevron South Coles Levee Property" means those Oil and Gas Properties 
described on Schedule IV, Part B.

     "Code" means the Internal Revenue Code of 1986, as amended, reformed or 
otherwise modified from time to time, and the regulations promulgated 
thereunder.

     "Cody Properties" means those Oil and Gas Properties described on 
Schedule IV, Part A.

     "Collateral Value" means, as at any date, (a) prior to the initial 
Collateral Value Redetermination, $27,500,000 and (b) thereafter, the quotient 
of (i) the projected net future cash flow, discounted at ten percent (10%) per 
annum, from the anticipated production of Hydrocarbons from Proven Reserves 
attributable to Hydrocarbon Interests owned directly by the Borrower or one of 
the Borrower's Subsidiaries which are a part of the Mortgaged Properties, after 
an engineering and economic review of such reserves conducted by the Lender 
taking into account the value of all those proved developed producing oil and 
gas reserves and all other categories of Proven Reserves attributable to the 
Mortgaged Properties, divided by (ii) 2.0.

     "Collateral Value Deficiency" means the amount by which (a) the sum of the 
aggregate outstanding principal amount of all Tranche A Loans plus all Tranche 
B Loans plus all Letter of Credit Outstandings exceeds (b) the then current 
Collateral Value.

     "Collateral Value Deficiency Notification Date" shall mean the date on 
which any notice of a Collateral Value Deficiency is received by the Borrower.

     "Collateral Value Redetermination" is defined in Section 2.6.

     "Commitment" means the Lender's commitment pursuant to Section 2.1 to make 
Loans to the Borrower and to issue Letters of Credit in accordance with the 
terms and provisions of this Agreement.

     "Commitment Amount" means, on any date, the lesser of (i) the Tranche A 
Commitment Amount and/or the Tranche B Commitment Amount, as the case may be, as
such amounts may be reduced from time to time pursuant to the provisions of 
Section 2.2, or (ii) the Borrowing Base. 

     "Commitment Availability" means, on any date, the excess of

          (a)     the sum of 

               (i)     the amount of the Borrowing Base, plus

               (ii)     the unused portion of the Tranche B Commitment 
          Amount, over

          (b)     the sum of

               (i)     the aggregate outstanding principal amount of all 
          applicable Loans on such date, plus

               (ii)     the Letter of Credit Outstandings on such date.

     "Commitment Termination Date" means the earliest of

          (a)     the Stated Maturity Date;

          (b)     the date on which either the Tranche A Commitment Amount or 
     the Tranche B Commitment Amount, or either of them, as applicable, is 
     terminated in full or reduced to zero pursuant to Section 2.2; and

          (c)     the date on which any Commitment Termination Event occurs.

     "Commitment Termination Event" means     

          (a)     the occurrence of any Default described in clauses (a) 
     through (d) of Section 9.1.9 with respect to the Borrower or any 
     Subsidiary; or 

          (b)     the occurrence and continuance of any other Event of Default 
     and either 

               (i)     the declaration of the Loans and other Obligations to 
          be due and payable pursuant to Section 9.3, or

               (ii)     in the absence of such declaration, the giving of 
          notice by the Lender to the Borrower that the Commitments have been 
          terminated.
     
     "Consent" means a Consent to Assignment executed and delivered pursuant to 
Section 6.2.6, substantially in the form of Exhibit J, as amended, supplemented,
restated or otherwise modified from time to time pursuant to which the 
Borrower's counterparty to each Material Contract (i) consents to the assignment
of each such Material Contract to the Lender as security for the Obligations and
(ii) provides the Lender an independent right to cure defaults under such 
Material Contract.       

     "Consolidated Net Income" means, with respect to the Borrower and its 
consolidated Subsidiaries for any period, the consolidated net income (or loss) 
of the Borrower and its consolidated Subsidiaries for such period determined in 
accordance with GAAP.

     "Contingent Liability" means, as to any Person, any direct or indirect 
liability of that Person, whether or not contingent, with or without recourse, 
(a) with respect to any Indebtedness, lease, dividend, letter of credit or other
obligation (the "primary obligations") of another Person (the "primary 
obligor"), including any obligation of that Person (i) to purchase, repurchase 
or otherwise acquire such primary obligations or any security therefor, (ii) to 
advance or provide funds for the payment or discharge of any such primary 
obligation, or to maintain working capital or equity capital of the primary 
obligor or otherwise to maintain the net worth or solvency or any balance sheet 
item, level of income or financial condition of the primary obligor, (iii) to 
purchase property, securities or services primarily for the purpose of assuring 
the owner of any such primary obligation of the ability of the primary obligor 
to make payment of such primary obligation, or (iv) otherwise to assure or hold 
harmless the holder of any such primary obligation against loss in respect 
thereof (each, a "Guaranty Obligation"); (b) with respect to any Surety 
Instrument issued for the account of that Person or as to which that Person is 
otherwise liable for reimbursement of drawings or payments; or (c) to purchase 
any materials, supplies or other property from, or to obtain the services of, 
another Person if the relevant contract or other related document or obligation 
requires that payment for such materials, supplies or other property, or for 
such services, shall be made regardless of whether delivery of such materials, 
supplies or other property is ever made or tendered, or such services are ever 
performed or tendered.

     "Continuation/Conversion Notice" means a notice of continuation or 
conversion and certificate duly executed by an Authorized Officer of the 
Borrower, substantially in the form of Exhibit C-2 hereto.

     "Controlled Group" means all members of a controlled group of corporations 
and all members of a controlled group of trades or businesses (whether or not 
incorporated) under common control which, together with the Borrower, are 
treated as a single employer under Section 414(b) or 414(c) of the Code or 
Section 4001 of ERISA.

     "Credit Extension" means and includes

          (a)     the advancing of any Tranche A Loans by the Lender in 
     connection with a Borrowing hereunder,

          (b)     the advancing of any Tranche B Loans by the Lender in 
     connection with a Borrowing hereunder, and 

          (c)     any issuance by an Issuer, or the extension of the Stated 
     Expiry Date by an Issuer, of a Letter of Credit.

     "Current Ratio" means, as of the end of each Fiscal Quarter, the ratio of

          (a)     the current assets (including the  unused portion of the 
     Commitment Amount) of the Borrower and its consolidated Subsidiaries

to

          (b)     the current liabilities (minus the current portion of its 
     long term Debt) of the Borrower and its consolidated Subsidiaries.

     "Debt" means the outstanding principal amount of all Indebtedness of the 
Borrower and its consolidated Subsidiaries of the nature referred to in clauses 
(a) and (b) of the definition of "Indebtedness".

     "Debt to Capitalization Ratio" means, as of the end of each Fiscal 
Quarter, the ratio of (a) Debt to (b) Capitalization.

     "Default" means any Event of Default or any condition, occurrence or event 
which, after notice or lapse of time or both, would constitute an Event of 
Default.

     "Disbursement" means the amount disbursed by the Issuer on a Disbursement 
Date.

     "Disbursement Date" is defined in Section 4.4.

     "Disclosure Schedule" means the Disclosure Schedule attached hereto as 
Schedule I, as it may be amended, supplemented or otherwise modified from time 
to time by the Borrower with the written consent of the Lender.

     "Distribution Payments" is defined in Section 8.2.6.

     "Dollar" and the sign "$" mean lawful money of the United States.

     "Domestic Office" means the office of the Lender designated as such on its 
signature page hereto or designated in a Lender Assignment Notice or such other 
office of the Lender (or any successor or assign of the Lender) within the 
United States as may be designated from time to time by notice from the Lender, 
as the case may be, to each other Person party hereto.

     "EBITDA" means for any period, the sum, without duplication, of the 
following:

          (a)     Consolidated Net Income for such period, plus

          (b)     Interest Expense for such period, plus

          (c)     all depreciation and amortization of assets (including 
     goodwill and other intangible assets) of the Borrower and its consolidated 
     Subsidiaries deducted in determining Consolidated Net Income for such 
     period, plus (minus)

          (d)     all federal, state, local and foreign income taxes of the 
     Borrower and its consolidated Subsidiaries deducted (or credits added) in 
     determining Consolidated Net Income for such period, plus (minus)

          (e)     other non-cash items deducted or added in determining 
     Consolidated Net Income for such period.

     "Effective Date" means the date this Agreement becomes effective pursuant 
to Section 10.8.

     "Engineering Report" means one or more reports, in form and substance 
satisfactory to the Lender, prepared at the sole cost and expense of the 
Borrower by a petroleum engineer acceptable to the Lender in its reasonable 
business judgment, which shall evaluate the Proven Reserves and probable 
reserves attributable to the Hydrocarbon Interests owned directly by the 
Borrower and/or its Subsidiaries and constituting part of the Mortgaged 
Properties, as of the immediately preceding January 1 or July 1.  Each 
Engineering Report shall set forth volumes, projections of the future rate of 
production, Hydrocarbons prices, escalation rates, discount rate assumptions, 
and net proceeds of production, present value of the net proceeds of production,
estimated costs of Remedial Action, operating expenses and capital expenditures,
in each case based upon updated economic assumptions reasonably acceptable to 
the Lender.

     "Environmental Laws" means all Applicable Laws relating to public health 
and safety through protection of the environment.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as 
amended, and any successor statute of similar import, together with the 
regulations thereunder, in each case as in effect from time to time.  References
to sections of ERISA also refer to any successor sections.

     "Event of Default" is defined in Section 9.1.

     "Existing Creditors" means EnCap Equity 1994 Limited Partnership, Energy 
Capital Investment Company PLC, BEC and TJG.

     "Facility" means the Tranche A Facility or the Tranche B Facility, or 
either of them, as the case may be, providing for the Commitment and the Loans.

     "Federal Funds Rate" means, for any period, a fluctuating interest rate 
per annum equal for each day during such period to

          (a)     the weighted average of the rates on overnight federal funds 
     transactions with members of the Federal Reserve System arranged by 
     federal funds brokers, as published by the Federal Reserve Bank of New 
     York for such day (or, if such day is not a Business Day, for the next 
     preceding Business Day) by the Federal Reserve Bank of New York; or 

          (b)     if such rate is not so published for any day which is a 
     Business Day, the average of the quotations for such day on such 
     transactions received by the Lender from three federal funds brokers of 
     recognized standing selected by it.

Upon written request from the Borrower, the Lender shall advise the 
Borrower as to the details of the method of calculation of Federal Funds 
Rate then utilized by the Lender.

     "Fiscal Quarter" means any quarter ending on the last day of March, June, 
September and December of a Fiscal Year.

     "Fiscal Year" means any period of twelve consecutive calendar months 
ending on December 31; references to a Fiscal Year with a number corresponding 
to any calendar year (e.g., "Fiscal Year 1998") refer to the Fiscal Year ending 
on the December 31 occurring during such calendar year.

     "F.R.S. Board" means the Board of Governors of the Federal Reserve System 
or any successor thereto.

     "Future California" means Future CAL-TEX Corporation, a Texas corporation, 
the Subsidiary of the Borrower that owns interests in the South Coles Levee Unit
property, in Kern County, California.

     "Future Nevada" means Future Energy Corporation, a Nevada corporation, the 
sole limited partner of each of the Partnership Subsidiaries and any successor 
limited partner or limited partners of any of the Partnership Subsidiaries.

     "Future Texas" means Future Petroleum Corporation, a Texas corporation, 
the sole general partner of each of the Partnership Subsidiaries and any 
successor general partner or general partners of any of the Partnership 
Subsidiaries.

     "GAAP" is defined in Section 1.4.

     "Government Agency" means any federal, state, regional, tribal or local 
government or governmental department or other entity charged with the 
administration, interpretation or enforcement of any Applicable Law.

     "Guaranties" means the guaranties of the Obligations, executed and 
delivered pursuant to Section 6.1.3 and Section 6.2.7, substantially in the form
of Exhibit D, given by each of the Borrower's Subsidiaries.

     "Hazardous Material" means

          (a)     any "hazardous substance", as defined by CERCLA;

          (b)     any "hazardous waste", as defined by the Resource 
     Conservation and Recovery Act, as amended;

          (c)     any petroleum, crude oil or fraction thereof; 

          (d)     any hazardous, dangerous or toxic chemical, material, waste 
     or substance within the meaning of any Environmental Law;

          (e)     any radioactive material, including any naturally occurring 
     radioactive material, and any source, special or by-product material as 
     defined in 42 U.S.C.   2011 et seq., and any amendments or 
     reauthorizations thereof;

          (f)     asbestos-containing materials in any form or condition; or

          (g)     polychlorinated biphenyls in any form or condition.

     "Hedging Agreements" means:

          (a)     interest rate swap agreements, basis swap agreements, 
     interest rate cap agreements, forward rate agreements, interest rate floor 
     agreements and interest rate collar agreements, and all other agreements 
     or arrangements designed to protect such Person against fluctuations in 
     interest rates or currency exchange rates, and

          (b)  forward contracts, options, futures contracts, futures options, 
     commodity swaps, commodity options, commodity collars, commodity caps, 
     commodity floors and all other agreements or arrangements designed to 
     protect such Person against fluctuations in the price of commodities.

     "Hedging Obligations" means, with respect to any Person, all liabilities 
(including but not limited to obligations and liabilities arising in connection 
with or as a result of early or premature termination of a Hedging Agreement, 
whether or not occurring as a result of a default thereunder) of such Person 
under a Hedging Agreement.

     "Highest Lawful Rate" is defined in Section 3.2.4.

     "Hydrocarbon Interests" means all rights, titles and interests in and to 
oil and gas leases; oil, gas and mineral leases; other Hydrocarbon leases; 
mineral interests; mineral servitudes; overriding royalty interests; royalty 
interests; net profits interests; production payment interests; and other 
similar interests.

     "Hydrocarbons" means, collectively, oil, gas, casinghead gas, drip 
gasoline, natural gasoline, condensate, distillate and all other liquid or 
gaseous hydrocarbons and related minerals and all products therefrom, in each 
case whether in a natural or a processed state.

     "Impermissible Qualification" means, relative to the opinion or 
certification of any independent public accountant as to any financial statement
of the Borrower, any qualification or exception to such opinion or certification

          (a)     which is of a "going concern" or similar nature;

          (b)     which relates to the limited scope of examination of matters 
     relevant to such financial statement;

          (c)     which relates to the treatment or classification of any item 
     in such financial statement and which, as a condition to its removal, 
     would require an adjustment to such item the effect of which would be to 
     cause the Borrower to be in default of any of its obligations under 
     Section 8.2.4; or

          (d)     which relates to possible errors generated by financial 
     reporting and related systems due to the Year 2000 Problem.

     "including" means including without limiting the generality of any 
description preceding such term, and, for purposes of this Agreement and each 
other Loan Document, the parties hereto agree that the rule of ejusdem generis 
shall not be applicable to limit a general statement, which is followed by or 
referable to an enumeration of specific matters, to matters similar to the 
matters specifically mentioned.

     "Indebtedness" of any Person means, without duplication:

          (a)     all obligations of such Person for borrowed money and all 
     obligations of such Person evidenced by bonds, debentures, notes or other 
     similar instruments;

          (b)     all obligations, contingent or otherwise, relative to the 
     face amount of all letters of credit, whether or not drawn, and banker's 
     acceptances issued for the account of such Person; 

          (c)     all other items which, in accordance with GAAP, would be 
     included as liabilities on the liability side of the balance sheet of such 
     Person as of the date at which Indebtedness is to be determined;

          (d)     net liabilities of such Person under all Hedging 
     Obligations;

          (e)     all net monetary obligations of such Persons with respect to 
     Production Payments;

          (f)     all Capitalized Lease Liabilities;

          (g)     whether or not so included as liabilities in accordance with 
     GAAP, all obligations of such Person to pay the deferred purchase price of 
     property or services, and indebtedness (excluding prepaid interest 
     thereon) secured by a Lien on property owned or being purchased by such 
     Person (including indebtedness arising under conditional sales or other 
     title retention agreements), whether or not such indebtedness shall have 
     been assumed by such Person or is limited in recourse; and

          (h)     all Contingent Liabilities of such Person.

For all purposes of this Agreement, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture in which such Person is a 
general partner or a joint venturer, unless the Lender expressly permits 
exclusion based on non-recourse provisions acceptable to the Lender set forth in
the agreements regarding such Indebtedness.


     "Indemnified Liabilities" is defined in Section 10.4.

     "Indemnified Parties" is defined in Section 10.4.

     "Interest Coverage Ratio" means, for any four consecutive Fiscal Quarters, 
the ratio of (a) EBITDA for such Fiscal Quarters to (b) Interest Expense for 
such Fiscal Quarters.

     "Interest Expense" means, for any period, the consolidated interest 
expense of the Borrower and its consolidated Subsidiaries for such period 
(including all imputed interest under Hedging Agreements, but excluding all fees
paid under Section 3.3), as determined in accordance with GAAP, including the 
interest expense associated with any Capitalized Lease Liabilities of the 
Borrower and its consolidated Subsidiaries.

     "Interest Period" means, relative to any LIBO Rate Loan, the period 
beginning on (and including) the date on which such LIBO Rate Loan is made or 
continued as, or converted into, a LIBO Rate Loan pursuant to Section 2.3 or 2.4
and ending on (but excluding) the day which numerically corresponds to such date
one, three or six months thereafter (or, if such month has no numerically 
corresponding day, on the last Business Day of such month), in each case as the 
Borrower may select in its relevant notice pursuant to Section 2.3 or 2.4; 
provided, however, that

          (a)     no more than four (4) different Interest Periods may be in 
     effect at any time;

          (b)     Interest Periods commencing on the same date for Loans 
     comprising part of the same Borrowing shall be of the same duration;

          (c)     if such Interest Period would otherwise end on a day which 
     is not a Business Day, such Interest Period shall end on the next 
     following Business Day (unless, if such Interest Period applies to LIBO 
     Rate Loans, such next following Business Day is the first Business Day of 
     another calendar month, in which case such Interest Period shall end on 
     the Business Day next preceding such numerically corresponding day);
     
          (d)     no Interest Period may end later than the Stated Maturity 
     Date; and

          (e)     the Borrower shall select each Interest Period for a 
     particular LIBO Rate Loan so as not to require (as reasonably foreseeable 
     as possible) a prepayment of such LIBO Rate Loan during such Interest 
     Period.

     "Investment" means, relative to any Person,

          (a)     any loan or advance made by such Person to any other Person 
     (excluding commission, travel and similar advances to officers and 
     employees made in the ordinary course of business and excluding prepaid 
     expenses incurred in the ordinary course of business);
     
          (b)     any Contingent Liability of such Person; and

          (c)     any ownership or similar interest held by such Person in any 
     other Person; provided, however, that (i) Hedging Obligations and (ii) 
     Production Payments where the Borrower or its Subsidiary is the grantor or 
     transferror thereof shall not be considered Investments.

The amount of any Investment shall be the original principal or capital amount 
thereof less all returns of principal or equity thereon (and without adjustment 
by reason of the financial condition of such other Person) and shall, if made by
the transfer or exchange of property other than cash, be deemed to have been 
made in an original principal or capital amount equal to the fair market value 
of such property.

     "Issuance Request" means a request for the issuance of a Letter of Credit 
and certificate duly executed by the chief executive, accounting or financial 
Authorized Officer of the Borrower, in substantially the form of Exhibit K 
attached hereto (with such changes thereto as may be agreed upon from time to 
time by the Issuer and the Borrower).

     "Issuer" means the Lender or its designee, in its capacity as an issuer of 
the Letters of Credit.

     "Lender Assignment Notice" means a Lender Assignment Notice substantially 
in the form of Exhibit G hereto.

     "Lender" is defined in the preamble.

     "Letter of Credit" is defined in Section 4.1.

     "Letter of Credit Availability" means, at any time, the lesser of 

          (a)     the excess of
 
               (i)     $1,000,000 over 


               (ii)     the then Letter of Credit Outstandings, 

or

          (b)     the Tranche A Commitment Amount at such time less the sum of 

               (i) any Tranche A Loans outstanding at such time and (ii) any 
          Letter of Credit Outstandings at such time.

     "Letter of Credit Outstandings" means, at any time, an amount equal to the 
sum of

          (a)     the aggregate Stated Amount at such time of all Letters of 
     Credit then outstanding and undrawn (as such aggregate Stated Amount shall 
     be adjusted, from time to time, as a result of drawings, the issuance of 
     Letters of Credit, or otherwise),

plus

          (b)     the then aggregate amount of all unpaid and outstanding 
     Reimbursement Obligations.

     "LIBO Rate" means, with respect to each Interest Period for a LIBO Rate 
Loan, the rate of interest equal to the average (rounded upward, if necessary, 
to the nearest 1/16th of 1%) of the rates per annum at which Dollar deposits in 
immediately available funds are offered to the Lender's LIBOR Office in the 
London interbank market as at or about 11:00 a.m. London time two (2) Business 
Days prior to the beginning of such Interest Period for Dollar deposits of 
amounts comparable to the outstanding principal amount of the LIBO Rate Loan for
which an interest rate is then being determined with maturities comparable to 
the Interest Period to be applicable to such LIBO Rate Loan.

     "LIBO Rate Loan" means a Loan bearing interest, at all times during an 
Interest Period applicable to such Loan, at a fixed rate of interest determined 
by reference to the LIBO Rate.

     "LIBO Rate (Reserve Adjusted)" means, relative to any Loan to be made, 
continued or maintained as, or converted into, a LIBO Rate Loan for any Interest
Period, a rate per annum (rounded upwards, if necessary, to the nearest 1/16 of 
1%) determined pursuant to the following formula:

LIBO Rate               =               LIBO Rate            
(Reserve Adjusted)               1.00 - LIBOR Reserve Percentage


     The LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO Rate 
Loans will be determined by the Lender on the basis of the LIBOR Reserve 
Percentage in effect on, and the applicable rates furnished to and received by 
the Lender, two Business Days before the first day of such Interest Period.

     "LIBOR Office" means the office of the Lender designated as such on the 
signature page hereto or designated in a Lender Assignment Notice or such other 
office of the Lender (or any successor or assign of the Lender) as designated 
from time to time by notice from the Lender to the Borrower, whether or not 
outside the United States, which shall be making or maintaining LIBO Rate Loans 
of the Lender hereunder.

     "LIBOR Reserve Percentage" means, relative to any Interest Period for LIBO 
Rate Loans, the reserve percentage (expressed as a decimal) equal to the maximum
applicable aggregate reserve requirements (including all basic, emergency, 
supplemental, marginal and other reserves and taking into account any 
transitional adjustments or other scheduled changes in reserve requirements) 
specified under regulations issued from time to time by the F.R.S. Board and 
then applicable to assets or liabilities consisting of and including 
"Eurocurrency Liabilities", as currently defined in Regulation D of the F.R.S. 
Board, having a term approximately equal or comparable to such Interest Period.

     "Lien" means any security interest, mortgage, deed of trust, pledge, 
hypothecation, assignment, charge or deposit arrangement, encumbrance, lien 
(statutory or otherwise), charge against or interest in Property to secure 
(i) the payment of a debt or (ii) the performance of an obligation or other 
priority or preferential arrangement of any kind or nature whatsoever in respect
of any Property (including those created by, arising under or evidenced by any 
conditional sale or other title retention agreement, the interest of a lessor 
under a capital lease, any financing lease having substantially the same 
economic effect as any of the foregoing, or the filing of any financing 
statement naming the owner of the asset to which such lien relates as debtor, 
under the Uniform Commercial Code or any comparable law) and any contingent or 
other agreement to provide any of the foregoing.

     "Loans" means the loans provided for by Section 2.1 and shall include 
Tranche A Loans and Tranche B Loans. 

     "Loan Documents" means this Agreement, the Notes, the Security Documents, 
all Letters of Credit, all Hedging Agreements and all other agreements relating 
to this Agreement entered into from time to time between the Borrower (or any or
all of its Subsidiaries or Affiliates) and the Lender (or any Affiliate of the 
Lender), and any document delivered by the Borrower or any of its Subsidiaries 
in connection with any of the foregoing.

     "MMBtu" means one million British Thermal Units.

     "Material Adverse Effect" means (a) a material adverse change in, or a 
material adverse effect upon, the operations, business, properties, condition 
(financial or otherwise) or prospects of the Borrower and its Subsidiaries or 
any other Obligor; or (b) a material adverse effect upon (i) the legality, 
validity, binding effect or enforceability against the Borrower, its 
Subsidiaries or any other Obligor of any Loan Document, or (ii) the perfection 
or priority of any Lien granted under any of the Loan Documents.

     "Material Contract" means each Acquisition Agreement, Hydrocarbon purchase 
and sale agreement, or similar contract relating to any Hydrocarbon Interests 
included in the Mortgaged Properties or other agreement, in each case as 
designated as such by the Lender.

     "Material Subsidiary" means at any particular time, (i) any Subsidiary of 
the Borrower that has assets included in the Borrowing Base or the Collateral 
Value; or  (ii) any Subsidiary of the Borrower that, together with its 
Subsidiaries, (a) accounted for more than 5% of the consolidated revenues of the
Borrower and its Subsidiaries for the most recently completed Fiscal Quarter, or
(b) was the owner of more than 5% of the consolidated assets of the Borrower and
its Subsidiaries at the end of such Fiscal Quarter, all as shown in the case of 
(a) and (b) on the consolidated financial statements of the Borrower and its 
Subsidiaries for such Fiscal Quarter.

     "Mortgage Consents" means all consents required under existing oil and gas 
leases or other agreements and Approvals by Governmental Agencies to the 
granting of a Mortgage to the Lender, and as reasonably determined by the Lender
with respect to Acquired Properties that become Mortgaged Properties after the 
Effective Date.

     "Mortgages" means the Mortgage, Deed of Trust, Assignment, Security 
Agreement and Financing Statements and Fixture Filing executed and delivered 
pursuant to Section 6.1.7 and Section 6.2.2, substantially in the form of 
Exhibit E hereto, as amended, supplemented, restated or otherwise modified from 
time to time.

     "Mortgaged Properties" means the Hydrocarbon Interests, Properties and 
interests described in and secured by the Mortgages, as such Properties and 
interests are from time to time constituted, all as further provided in Section 
6.1.7 and Section 6.2.2.

     "Non-Redeemable Stock" means stock issued by the Borrower or any of its 
Subsidiaries, provided that such stock is not considered debt for GAAP, tax law 
or any other purpose and provided further that neither the Borrower nor any of 
its Subsidiaries has any obligation to redeem or purchase or pay dividends on 
such stock or to exchange such stock for, or convert such stock to, any other 
security, whether such obligation arises pursuant to the terms of such stock or 
any other agreement relating thereto or otherwise and whether or not such 
obligation exists in all circumstances or only upon the occurrence of a 
particular event or condition or upon the passage of time or otherwise.

     "Notes" means the secured promissory note or notes of the Borrower payable 
to the order of the Lender, in the form of Exhibit A hereto (as such promissory 
notes may be amended, endorsed or otherwise modified from time to time), 
evidencing the aggregate Indebtedness of the Borrower to the Lender resulting 
from outstanding Loans, and also means all other promissory notes accepted from 
time to time in substitution therefor or renewal thereof.

     "Obligations" means all obligations (monetary or otherwise) of the 
Borrower and/or any other Obligor arising under or in connection with this 
Agreement, the Notes and each other Loan Document, including without limitation,
all Hedging Obligations arising under Hedging Agreements between the Borrower 
(or any Affiliate of the Borrower) and the Lender (or any Affiliate of the 
Lender).

     "Obligor" means the Borrower, any of its Subsidiaries or any other Person 
(other than the Lender or any Affiliate of the Lender) obligated under, or 
otherwise a party to, any Loan Document.

     "Oil and Gas Properties" means Hydrocarbon Interests; the Properties now 
or hereafter pooled or unitized with Hydrocarbon Interests; all presently 
existing or future unitization, pooling agreements and declarations of pooled 
units and the units created thereby (including without limitation all units 
created under orders, regulations and rules of any Government Agency having 
jurisdiction) which may affect all or any portion of the Hydrocarbon Interests; 
all operating agreements, joint venture agreements, contracts and other 
agreements which relate to any of the Hydrocarbon Interests or the production, 
sale, purchase, exchange or processing of Hydrocarbons from or attributable to 
such Hydrocarbon Interests; all Hydrocarbons in and under and which may be 
produced and saved or attributable to the Hydrocarbon Interests, the lands 
covered thereby and all oil in tanks and all rents, issues, profits, proceeds, 
products, revenues and other incomes from or attributable to the Hydrocarbon 
Interests; all tenements, profits   prendre, hereditaments, appurtenances and 
Properties in anywise appertaining, belonging, affixed or incidental to the 
Hydrocarbon Interests, Properties, rights, titles, interests and estates 
described or referred to above, including any and all Property, real or 
personal, now owned or hereinafter acquired and situated upon, used, held for 
use or useful in connection with the operating, working or development of any of
such Hydrocarbon Interests or Property (excluding drilling rigs, automotive 
equipment or other personal property which may be on such premises for the 
purpose of drilling a well or for other similar temporary uses) and including 
any and all oil wells, gas wells, water wells, injection wells or other wells, 
buildings, structures, fuel separators, liquid extraction plants, plant 
compressors, pumps, pumping units, field gathering systems, tanks and tank 
batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, 
meters, apparatus, equipment, appliances, tools, implements, cables, wires, 
towers, casing, tubing and  rods, surface leases, rights-of-way, easements and 
servitudes together with all additions, substitutions, replacements, accessions 
and attachments to any and all of the foregoing.

     "Organic Document" means, relative to any corporate Obligor, its 
certificate of incorporation, its by-laws and all shareholder agreements, voting
trusts and similar arrangements applicable to any of its authorized shares of 
capital stock, and, relative to any partnership Obligor, its partnership 
agreement.

     "Participant" is defined in Section 10.11.2.

     "Partners" means the general and limited partners of the Partnership 
Subsidiaries, being Future Texas as the general partner, and Future Nevada as 
the limited partner, and any successor general partner or limited partner of any
Partnership Subsidiary.

     "Partnership Subsidiary" means any direct or indirect Subsidiary of the 
Borrower that is a limited partnership, including 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.

     "PBGC" means the Pension Benefit Guaranty Corporation and any entity 
succeeding to any or all of its functions under ERISA. 

     "Pension Plan" means a "pension plan", as such term is defined in section 
3(2) of ERISA, which is subject to Title IV of ERISA (other than a multiemployer
plan as defined in section 4001(a)(3) of ERISA), and to which the Borrower or 
any corporation, trade or business that is, along with the Borrower, a member of
a Controlled Group, may have liability, including any liability by reason of 
having been a substantial employer within the meaning of section 4063 of ERISA 
at any time during the preceding five years, or by reason of being deemed to be 
a contributing sponsor under section 4069 of ERISA.

     "Percentage" means, relative to the Lender, 100%, as such percentage may 
be adjusted from time to time pursuant to Lender Assignment Notice(s) executed 
by the Lender and its Assignee Lender(s) and delivered pursuant to Section 
10.11.

     "Person" means any natural person, corporation, partnership, joint 
venture, limited liability company, firm, association, trust, Government Agency 
or any other entity, whether acting in an individual, fiduciary or other 
capacity.

     "Plan" means any Pension Plan or Welfare Plan.

     "Pledge Agreement" means a Pledge Agreement of each of the Principal 
Shareholders and the Borrower executed and delivered pursuant to Section 6.1.4 
and Section 6.2.8, substantially in the form of Exhibit F-1 hereto, and a Pledge
Agreement of each of the Partners executed and delivered pursuant to Section 
6.1.4 and Section 6.2.8, substantially in the form of Exhibit F-2 hereto, in 
each case as amended, supplemented, restated or otherwise modified from time to 
time.

     "Principal Shareholders" means Bargo Energy Resources, Ltd., EnCap Equity 
1994 Limited Partnership, Energy Capital Investment Company PLC, and B. Carl 
Price, the controlling shareholders of the Borrower.

     "Proceeds Account" is defined in Section 3.4.

     "Production Payments" means a production payment (whether volumetric or 
dollar denominated) or similar royalty, overriding royalty, net profits interest
or other similar interest in Oil and Gas Properties, or the right to receive all
or a portion of the production or the proceeds from the sale of production 
attributable to such Oil and Gas Properties where the holder of such interest 
has recourse solely to such interest and the grantor or transferor thereof has 
an express contractual obligation to produce and sell Hydrocarbons from such Oil
and Gas Properties, or to cause such Oil and Gas Properties to be so operated 
and maintained, in each case in a reasonably prudent manner.

     "Property" means any interest in any kind of property or asset, whether 
real, personal or mixed, or tangible or intangible.

     "Proven Reserves" means collectively, "proved oil and gas reserves," 
"proved developed producing oil and gas reserves," "proved developed non-
producing oil and gas reserves" (consisting of proved developed shut-in oil and 
gas reserves and proved developed behind pipe oil and gas reserves), and "proved
undeveloped oil and gas reserves," as such terms are defined by the U.S. 
Securities and Exchange Commission in its standards and guidelines.

     "Quarterly Payment Date" means, commencing September, 1998, the last 
Business Day of each March, June, September and December.

     "Raccoon Bend Property" means those Oil and Gas Properties described on 
Schedule IV, Part C.

     "Reimbursement Obligation" is defined in Section 4.5.

     "Release" means a "release," as such term is defined in CERCLA.

     "Remedial Action" means any action under Environmental Laws required to 
(a) clean up, remove, treat, dispose of, abate, or in any other way address 
pollutants (including Hazardous Materials) in the environment, (b) prevent the 
Release or threat of a Release or minimize the further Release of pollutants, or
(c) investigate and determine if a remedial response is needed and to design 
such a response and any post-remedial investigation, monitoring, operation, and 
maintenance and care.

     "Resource Conservation and Recovery Act" means the Resource Conservation 
and Recovery Act, 42 U.S.C. Section 6901, et seq., as in effect from time to 
time.

     "Restricted Payment Tests" means compliance with each of the following 
restrictions (both before and immediately after giving effect to the applicable 
Distribution Payment):

          (a)     Tangible Net Worth shall not be less than the sum of 
     (i) $25,000,000 plus (ii) fifty percent (50%) of Consolidated Net Income 
     of the Borrower and its consolidated Subsidiaries (excluding the effects 
     of consolidated net losses), for all Fiscal Quarters beginning after the 
     Effective Date and treated as a single accounting period, plus (iii) one-
     hundred percent (100%) of the net proceeds received by the Borrower or its 
     Subsidiaries from the sale of any Non-Redeemable Stock by the Borrower or 
     any of its Subsidiaries at any time after the Effective Date;

          (b)     the Current Ratio shall be not less than 1.1:1.0;
     
          (c)     the Debt to Capitalization Ratio shall not be greater than 
     65;

          (d)     the Interest Coverage Ratio shall be not less than 3.0:1.0;
     
          (e)     all Tranche B Loans shall have been paid in full and the 
     Tranche B Commitment shall have been terminated;

          (f)     there shall exist no Collateral Value Deficiency;

          (g)     there shall exist no Borrowing Base Deficiency; and

          (h)     no Default shall have occurred and be continuing.

     "Security Agreement" means a security agreement and any similar instrument 
or agreement executed and delivered pursuant to Section 6.1.5 or Section 6.2.6, 
substantially in the form of Exhibit B as amended, supplemented, restated or 
otherwise modified from time to time.

     "Security Documents" means, collectively, (a) the Guaranties, (b) the 
Pledge Agreements, (c) the Mortgages, (d) the Security Agreements, (e) the 
Consents and (f) the Mortgage Consents, together with any exhibits, schedules 
and other attachments to such documents and any financing statements related 
thereto, as such documents, exhibits, schedules, attachments or financing 
statements may be, from time to time, amended, supplemented, restated or 
otherwise modified.

     "Stated Amount" of each Letter of Credit means the face amount or the 
"Stated Amount" of such Letter of Credit (as defined therein).

     "Stated Expiry Date" is defined in Section 4.1.

     "Stated Maturity Date means

          (a)     as to any Tranche A Loan, the date that is four (4) years 
     after the Tranche A Availability Termination Date; and
     
          (b)     as to any Tranche B Loan, the date that is six (6) months 
     after the Effective Date.

     "Subsidiary" means, with respect to any Person, (a) any corporation of 
which more than 50% of the outstanding capital stock having ordinary voting 
power to elect a majority of the board of directors of such corporation 
(irrespective of whether at the time capital stock of any other class or classes
of such corporation shall or might have voting power upon the occurrence of any 
contingency) is at the time directly or indirectly owned by such Person, (b) any
partnership, limited liability company, joint venture, association or other 
business entity in which more than 50% of the equity interest or voting power is
at the time directly or indirectly owned by such Person, by such Person and one 
or more other Subsidiaries of such Person, or by one or more other Subsidiaries 
of such Person or (c) any partnership in which such Person is a general partner;
provided that associations, joint ventures or other relationships (a) which are 
established pursuant to a standard form AAPL Form 610 operating agreement or 
similar agreement and which are partnerships for purposes of income taxation 
only, (b) which are not corporations, limited liability companies, trusts or 
partnerships (or subject to the Uniform Partnership Act) under applicable state 
law, and (c) whose businesses are limited to the exploration, development and 
operation of oil, gas or mineral properties and interests owned directly by the 
parties in such associations, joint ventures or relationships, shall not be 
deemed to be "Subsidiaries" of such Person.

     "Surety Instruments" means all letters of credit (including standby and 
commercial), banker's acceptances, bank guaranties, shipside bonds, surety bonds
and similar instruments.

     "Tangible Net Worth" means the consolidated net worth of the Borrower and 
its consolidated Subsidiaries after subtracting therefrom the aggregate amount 
of any intangible assets of the Borrower and its consolidated Subsidiaries, 
including goodwill, franchises, licenses, patents, trademarks, trade names, 
copyrights, service marks and brand names.

     "Taxes" is defined in Section 5.6.

     "Term Loan" means the aggregate amount of all Tranche A Loans that have 
been converted from revolving loans to a term loan pursuant to the provisions of
Section 2.1.1.

     "TJG" means TJG Investments, Inc., a Texas corporation.

     "Tranche A Availability Termination Date" means December 4, 1999.

     "Tranche A Commitment" means the Lender's commitment pursuant to 
Section 2.1.1 to make Tranche A Loans to the Borrower in accordance with the 
terms and provisions of this Agreement.

     "Tranche A Commitment Amount" means $38,000,000 as reduced from time to 
time pursuant to the provisions of Section 2.2.

     "Tranche A Facility" means the Facility providing for the Tranche A 
Commitment and the Tranche A Loans.

     "Tranche A Loan" means the loans made by the Lender to the Borrower 
pursuant to its Tranche A Commitment in accordance with Sections 2.1.1 and 2.3, 
and includes such Loans during all times before and after they have been 
converted into a Term Loan pursuant to Section 2.1.1(b).

     "Tranche B Availability Termination Date" means March 4, 1999.

     "Tranche B Commitment" means the Lender's commitment pursuant to 
Section 2.1.2 to make Tranche B Loans to the Borrower in accordance with the 
terms and provisions of this Agreement.

     "Tranche B Commitment Amount" means $12,000,000 as reduced from time to 
time pursuant to the provisions of Section 2.2.

     "Tranche B Facility" means the Facility providing for the Tranche B 
Commitment and the Tranche B Loans.

     "Tranche B Loan" means each loan made by the Lender to the Borrower from 
time to time pursuant to its Tranche B Commitment in accordance with 
Sections 2.1.2 and 2.3.

     "type" means, relative to any Loan, the portion thereof, if any, being 
maintained as a Base Rate Loan or a LIBO Rate Loan.

     "United States" or "U.S." means the United States of America, its fifty 
States and the District of Columbia.

     "Welfare Plan" means a "welfare plan", as such term is defined in section 
3(1) of ERISA.

     "Year 2000 Compliant" is defined in Section 7.19.

     "Year 2000 Problem" is defined in Section 7.19.

     SECTION I.2.  Use of Defined Terms.  Unless otherwise defined or the 
context otherwise requires, terms for which meanings are provided in this 
Agreement shall have such meanings when used in the Disclosure Schedule and in 
each Note, Borrowing Request, Continuation/Conversion Notice, notice and other 
communication or other Loan Document delivered from time to time in connection 
with this Agreement or any other Loan Document.

     SECTION I.3.  Cross-References.  Unless otherwise specified, references in 
this Agreement and in each other Loan Document to any Article or Section are 
references to such Article or Section in this Agreement or other Loan Document, 
as applicable.

          (a)     The meanings of defined terms are equally applicable to the 
     singular and plural forms of the defined terms.

          (b)     The words "hereof," "herein," "hereunder" and similar words 
     refer to this Agreement as a whole and not to any particular provision of 
     this Agreement; and subsection, Section, Schedule and Exhibit references 
     are to this Agreement or such other Loan Document, as the case may be, 
     and, unless otherwise specified, references in any Article, Section or 
     definition to any clause are references to such clause of such Article, 
     Section or definition.

          (c)     (i)     The term "documents" includes any and all 
     instruments, documents, agreements, certificates, indentures, 
     notices and other writings, however evidenced.     (ii) In the      
computation of periods of time from a specified date to a later specified      
date, the word "from" means "from and including"; the words "to" and      
"until" each mean "to but excluding," and the word "through" means "to and      
including."  (iii) The term "property" includes any kind of property or 
     asset, real, personal or mixed, tangible or intangible.
     
          (d)     Unless otherwise expressly provided herein, (i) references 
     to agreements (including this Agreement) and other contractual instruments 
     shall be deemed to include all subsequent amendments and other 
     modifications thereto, but only to the extent such amendments and other 
     modifications are not prohibited by the terms of any Loan Document, and 
     (ii) references to any statute or regulation are to be construed as 
     including all statutory and regulatory provisions consolidating, amending, 
     replacing, supplementing or interpreting the statute or regulation.

          (e)      This Agreement and other Loan Documents may use several 
     different limitations, tests or measurements to regulate the same or 
     similar matters.  All such limitations, tests and measurements are 
     cumulative and shall each be performed in accordance with their terms.  
     Unless otherwise expressly provided, any reference to any action of the 
     Lender by way of consent, approval or waiver shall be deemed modified by 
     the phrase "in its sole discretion."

          (f)     This Agreement and the other Loan Documents are the result 
     of negotiations among and have been reviewed by counsel to the Lender, the 
     Borrower and the other parties, and are the products of all parties.  
     Accordingly, they shall not be construed against the Lender merely because 
     of the Lender's involvement in their preparation.

     SECTION I.4.  Accounting and Financial Determinations.  Unless otherwise 
specified, all accounting terms used herein or in any other Loan Document shall 
be interpreted, all accounting determinations and computations hereunder or 
thereunder (including under Section 8.2.4) shall be made, and all financial 
statements required to be delivered hereunder or thereunder shall be prepared in
accordance with, those generally accepted accounting principles ("GAAP") applied
in the preparation of the financial statements referred to in Section 7.7.


                         ARTICLE II

               COMMITMENTS, BORROWING PROCEDURES AND NOTES

     SECTION II.1.  Commitments.  

     (a)     On the terms and subject to the conditions of this Agreement 
(including Article V), the Lender agrees to make loans ("Loans") to the Borrower
equal to the aggregate amount of the Borrowing of Loans requested by the 
Borrower to be made pursuant to the Commitments on such day described in this 
Section 2.1. 
 
     (b)     At all times prior to the Commitment Termination Date applicable 
to Tranche B Loans, each such requested Loan shall be made as a Tranche A Loan 
to the extent of availability under the Borrowing Base (the aggregate of all 
Tranche A Loans and Letter of Credit Outstandings in no event to exceed, 
however, the Tranche A Commitment Amount) and the remaining balance, if any, of 
each such requested Loan shall be made as a Tranche B Loan to the extent of 
availability under the Collateral Value (the aggregate of all Tranche B Loans in
no event to exceed, however, the Tranche B Commitment Amount).

     SECTION II.1.1.  Tranche A Commitment. 

     (a)      From time to time on any Business Day during the period from and 
after the Effective Date to the earlier to occur of (x) Tranche A Availability 
Termination Date and (y) any Commitment Termination Date relating to all 
Commitments or to the Tranche A Commitment, the Lender will make Tranche A Loans
to the Borrower equal to the amount of the Tranche A Loan requested by the 
Borrower to be made on such day in the applicable Borrowing Request therefor. 
On the terms and subject to the conditions of this Agreement, the Borrower may 
from time to time borrow, prepay and reborrow Tranche A Loans.  The Borrower 
acknowledges that on December 4, 1998, the aggregate outstanding amount of all 
loans under the Existing Agreement is $24,200,000 and that, as of the Effective 
Date, all such loans shall be converted into a Tranche A Loan.

     (b)     On  the terms and subject to the conditions of this Agreement, the 
Lender agrees to convert the aggregate unpaid principal amount of all Tranche A 
Loans outstanding at the opening of business on the Tranche A Availability 
Termination Date  to a Term Loan, provided that (i) no Event of Default has 
occurred and is continuing at that time and (ii) the Borrower has provided a 
certificate to the Lender to that effect.  Once repaid or prepaid, such Term 
Loan may not be reborrowed.

     SECTION II.1.2.  Tranche B Commitment.  From time to time on any Business 
Day during the period from and after the Effective Date to the earlier to occur 
of (x) Tranche B Availability Termination Date, and (y) any Commitment 
Termination Date relating to all Commitments or to the Tranche B Commitment, the
Lender will make Tranche B Loans to the Borrower equal to the aggregate amount 
of the Tranche B Loan requested by the Borrower to be made on such day in the 
applicable Borrowing Request therefor.  On the terms and subject to the 
conditions of this Agreement, the Borrower may from time to time borrow and 
prepay or repay Tranche B Loans, but may not reborrow any amounts paid or 
prepaid.

     SECTION II.1.3.  Letters of Credit.  From time to time on any Business 
Day, the Issuer will issue the Letters of Credit in accordance with Article IV.

     SECTION II.1.4.  Lender Not Required To Make Loans, etc. Under Certain 
Circumstances.  The Lender shall not be required to

     (a)     make any Loan if, after giving effect thereto

          (i)     the aggregate outstanding principal amount of all Tranche A 
     Loans would exceed the Tranche A Commitment Amount less the Letter of 
     Credit Outstandings, or

          (ii)     the aggregate outstanding principal amount of all Tranche 
     B Loans would exceed the Tranche B Commitment Amount, or

          (iii)     a Collateral Value Deficiency would exist; or
     
          (iv)     a Borrowing Base Deficiency would exist; or

          (v)     an Event of Default has occurred and is continuing; or

     (b)     cause an Issuer to issue any Letter of Credit if, after giving 
effect thereto

          (i)     all Letter of Credit Outstandings together with the 
     aggregate outstanding principal amount of all Tranche A Loans would exceed 
     the Tranche A Commitment Amount; or

          (ii)     a Collateral Value Deficiency would exist; or

          (iii)     a Borrowing Base Deficiency would exist; or
     
          (iv)     all Letter of Credit Outstandings would exceed $1,000,000; 
or

          (v)     an Event of Default has occurred and is continuing.

     SECTION II.2.  Reduction of Commitment Amounts.  Any Commitment Amount is 
subject to reduction from time to time pursuant to this Section 2.2.

     SECTION II.2.1.  Optional.  The Borrower may, from time to time on any 
Business Day, voluntarily reduce the Tranche A Commitment Amount, the Tranche B 
Commitment Amount or either of them; provided, however, that all such reductions
shall require at least three (3) Business Days' prior notice to the Lender and 
be permanent, and any partial reduction of either Commitment Amount shall be in 
a minimum amount of $100,000 and in an integral multiple of $50,000.

     SECTION II.2.2.  Mandatory.

          (a)     On the Tranche A Availability Termination Date, the unused 
     portion of the Tranche A Commitment shall, without any further action, 
     automatically and permanently be cancelled.

          (b)     On the Tranche B Availability Termination Date, the unused 
     portion of the Tranche B Commitment shall, without any further action, 
     automatically and permanently be cancelled.

          (c)     On any Commitment Termination Date, the Commitment Amount of 
     each Facility shall be reduced to zero.

     SECTION II.3.  Borrowing Procedure.  By delivering a Borrowing Request to 
the Lender on or before 10:00 a.m. (Chicago time) on a Business Day, the 
Borrower may from time to time irrevocably request, on (i) such Business Day, in
the case of Alternate Base Rate Loans or (ii) not less than three (3) nor more 
than five (5) Business Days' notice, in the case of LIBO Rate Loans, that a 
Borrowing be made in a minimum amount of $100,000 and an integral multiple of 
$50,000, or in the unused amount of the applicable Commitment.  On the terms and
subject to the conditions of this Agreement, each Borrowing shall be made on the
Business Day specified in such Borrowing Request.  The Lender shall make such 
funds available to the Borrower by wire transfer to the accounts the Borrower 
shall have specified in its Borrowing Request.

     SECTION II.4.  Continuation and Conversion Elections.  By delivering a 
Continuation/Conversion Notice to the Lender on or before 10:00 a.m. (Chicago 
time) on a Business Day, the Borrower may from time to time irrevocably elect, 
on (i) such Business Day, in the case of Alternate Base Rate Loans or (ii) not 
less than three (3) nor more than five (5) Business Days' notice, in the case of
LIBO Rate Loans, that all, or any portion in an aggregate minimum amount of 
$250,000 and an integral multiple of $50,000, of any Loans, in the case of Base 
Rate Loans, be converted into LIBO Rate Loans, or in the case of LIBO Rate 
Loans, be converted into a Base Rate Loan or continued as a LIBO Rate Loan (in 
the absence of delivery of a Continuation/Conversion Notice with respect to any 
LIBO Rate Loan at least three (3) Business Days before the last day of the then 
current Interest Period with respect thereto, such LIBO Rate Loan shall, on such
last day, automatically convert to a Base Rate Loan); provided, however, that no
portion of the outstanding principal amount of any LIBO Rate Loan may be 
continued as, and no portion of the outstanding principal amount of any Base 
Rate Loan may be converted into, LIBO Rate Loans when any Default has occurred 
and is continuing.

     SECTION II.5.  Loan Accounts and Notes.  

          (a)     The Loans made by the Lender shall be evidenced by one or 
     more loan accounts or records maintained by the Lender in the ordinary 
     course of business.  The loan accounts or records maintained by the Lender 
     shall be rebuttable presumptive evidence of the amount of the Loans made 
     by the Lender to the Borrower and the interest and payments thereon.  Any 
     failure so to record or any error in doing so shall not, however, limit or 
     otherwise affect the obligation of the Borrower hereunder to pay any 
     amount owing with respect to the Loans.

          (b)     The Loans made by the Lender shall also be evidenced by a 
     Note or Notes payable to the order of the Lender in a maximum principal 
     amount equal to the original, aggregate Commitment Amount.  The Borrower 
     hereby irrevocably authorizes the Lender to make (or cause to be made) 
     appropriate notations on the grid attached to the Notes (or on any 
     continuation of such grid) or in other books and records maintained by the 
     Lender, which notations, if made, shall evidence, inter alia, the date of, 
     the outstanding principal of, and the interest rate applicable to the 
     Loans evidenced thereby (the Borrower may from time to time reasonably 
     request a copy of such grid).  Such notations shall be rebuttable 
     presumptive evidence of the matters described therein; provided, however, 
     that the failure of the Lender to make any such notations shall not limit 
     or otherwise affect any Obligations of the Borrower or any other Obligor.
     
          (c)     The Borrower acknowledges that the Note delivered to the 
     Lender as of the Effective Date amends, restates and renews the promissory 
     notes given by the Borrower under the Existing Agreement.

     SECTION II.6.  Borrowing Base Redetermination and Collateral Value 
Redetermination.  

          (a)     Within thirty (30) days after receipt of the Engineering 
     Report required to be delivered semi-annually, commencing with the 
     Engineering Report required to be delivered sixty (60) days after January 
     1, 1999, the Lender shall notify the Borrower in writing of the Borrowing 
     Base determined by the Lender on the basis of such Engineering Report.  
     Borrower or Lender may request, and Lender will consider, one (1) 
     additional determination of the Borrowing Base at any time during each 
     calendar year following the Effective Date.  In addition, in connection 
     with the Acquisition of each of the Cody Properties, the Chevron South 
     Coles Levee Property and the Raccoon Bend Property, the Lender will 
     redetermine the Borrowing Base.  Each such determination is herein called 
     a "Borrowing Base Redetermination".  Contemporaneously with each Borrowing 
     Base Redetermination that shall occur at any time that any Tranche B Loan 
     is outstanding, the Lender shall notify the Borrower in writing of the 
     Collateral Value determined by the Lender on the basis of such Engineering 
     Report.  Each such determination is herein called a "Collateral Value 
     Redetermination".  Each Borrowing Base Redetermination (and, as 
     applicable, Collateral Value Redetermination) shall be effective as of 
     
          (i)     April 1st (with respect to Engineering Reports                
effective January 1st), 

          (ii)     October 1st (with respect to Engineering Reports       
effective July 1st), 

          (iii)     upon notice from the Lender (with respect to any requested 
     Borrowing Base Redetermination) or 

          (iv)     at the time of the applicable Acquisition (with respect to 
     those occurring in connection with the respective acquisitions  of the 
     Cody Properties, the Chevron South Coles Levee Property and the Raccoon 
     Bend Property)

when the Borrower is notified of the amount of the redetermined Borrowing 
Base (and, as applicable the amount of the redetermined Collateral Value) 
by the Lender.

          (b)     The Borrowing Base is also subject to adjustment as provided 
     for in Section 3.1.2.

          (c)     Within five (5) Business Days after receipt of a notice from 
     Lender of a Borrowing Base Redetermination, the Borrower shall by notice 
     to the Lender either accept such amount as the new Borrowing Base or 
     reduce the Borrowing Base from the amount proposed by the Lender to any 
     lesser amount.  Failure by the Borrower to take either such action within 
     such five (5) Business Day period shall be deemed acceptance of such 
     amount.  Upon any such acceptance or deemed acceptance by the Borrower, a 
     new Borrowing Base in the amount accepted or deemed accepted shall take 
     effect on such date as prescribed in Section 2.6(a) and shall remain in 
     effect, subject to the terms of this Agreement, until but not including 
     the next Borrowing Base Redetermination.  Upon any such reduction by the 
     Borrower, a new Borrowing Base in the reduced amount specified by the 
     Borrower shall take effect on such date as prescribed in Section 2.6(a) 
     and shall remain in effect, subject to the terms of this Agreement, until 
     but not including the next Borrowing Base Redetermination.

     SECTION II.7.  Purposes.  The Borrower shall apply the proceeds of each 
Loan only in the following manner:

          (a)     to refinance certain oil and gas producing properties owned 
     by the Borrower or one of the Borrower's Subsidiaries in the States of 
     Oklahoma, New Mexico, Louisiana, California and Texas;
     
          (b)     to finance the acquisition of the Cody Properties, in an 
     amount not to exceed $3,775,000;

          (c)     to finance the acquisition of the Chevron South Coles Levee 
     Property, in an amount not to exceed $3,500,000;
     
          (d)     to finance the acquisition of the Raccoon Bend Property, in 
     an amount not to exceed $10,000,000, which amount shall include an earnest 
     money deposit in an amount not to exceed $500,000;
     
          (e)     to finance the payment of various costs and expenses under 
     this Agreement and in connection with Acquisitions, in an amount not to 
     exceed $1,000,000;

          (f)     to repay certain existing subordinated Indebtedness owed by 
     Bargo in an amount not to exceed $2,000,000, provided that (i) the 
     Bargo-Future Transaction has occurred such that the Borrower has acquired 
     substantially all of the assets of Bargo in consideration of the issuance 
     of common or preferred equity of the Borrower, and (ii) each of BEC and 
     TJG has converted all of its subordinated Indebtedness of the Borrower 
     into common or preferred equity of the Borrower;
     
          (g)     to repay certain existing subordinated Indebtedness to EnCap 
     Equity 1994 Limited Partnership and Energy Capital Investment Company PLC 
     in an amount not to exceed $5,750,000, provided that the Borrower or its 
     Subsidiaries have completed the acquisitions of the Cody Properties and 
     the Chevron South Coles Levee Property; and
     
          (h)     for other general corporate and working capital purposes, 
     provided that all Tranche B Loans have been paid in full and the Tranche 
     B Commitment has been terminated.
     

                              ARTICLE III

               REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

     SECTION III.1.  Repayments and Prepayments and Certain Borrowing Base 
Matters.  The Borrower shall repay the unpaid principal amount of the Loans as 
set forth in this Section 3.1. 


     SECTION III.1.1.  Repayments and Prepayments.  The Borrower shall repay in 
full the unpaid principal amount of each Tranche A Loan, and each Tranche A Loan
shall mature and be due and payable, on the Tranche A Availability Termination 
Date; provided, however, that, as provided in Section 2.1.1.(b), if no Event of 
Default has occurred and is continuing, the unpaid principal amount of the 
Tranche A Loans shall, on the Tranche A Availability Termination Date, not be 
due and payable but shall convert to a Term Loan.  The Borrower shall repay in 
full the unpaid principal amount of each Loan upon the Stated Maturity Date 
applicable thereto.  Prior thereto, the Borrower

          (a)     may, from time to time on any Business Day, make a voluntary 
     prepayment, in whole or in part, of the outstanding principal amount of 
     any Loans; provided, however, that 

               (i)  any such prepayment shall be made pro rata among Loans of 
          the same type;

               (ii)  no such prepayment of any LIBO Rate Loan may be made on 
          any day other than the last day of the Interest Period for such 
          Loan;

               (iii) all such voluntary prepayments shall require at least 
          three (3) but no more than five (5) Business Days' prior written 
          notice to the Lender or, in the case of Alternate Base Rate Loans, 
          one (1) Business Day's prior written notice (which notice is 
          irrevocable) stating the date and amount of such prepayment and the 
          type of Loan to be prepaid; and 

               (iv)     all such voluntary partial prepayments shall be in an 
          aggregate minimum amount of $100,000 and an integral multiple of 
          $50,000; 

          (b)     shall, on each date when any reduction in any Commitment 
     Amount shall become effective, including pursuant to Section 2.2, make a 
     mandatory prepayment (which shall be applied (or held for application, as 
     the case may be) by the Lender to the payment of the aggregate unpaid 
     principal amount of those Loans then outstanding and then to the payment 
     of the then Letter of Credit Outstandings) equal to the excess, if any, of 
     the aggregate outstanding principal amount of all Loans and Letter of 
     Credit Outstandings over such Commitment Amount as so reduced; 
     
          (c)     shall make prepayments as specified in Section 3.1.2; 

          (d)     shall, if Tranche A Loans have been converted to a Term Loan 
     pursuant to the terms and conditions hereof, on each Quarterly Payment 
     Date after the Tranche A Availability Termination Date, make a payment in 
     an amount equal to that necessary to amortize the principal of all Tranche 
     A Loans that have been converted into a Term Loan equally over the 
     remaining Quarterly Payment Dates and the Stated Maturity Date that is 
     applicable to Tranche A Loans;

          (e)     shall, on the Stated Maturity Date applicable to Tranche B 
     Loans, pay in full all Tranche B Loans;
     
          (f)     shall, immediately upon any acceleration of the Loans 
     pursuant to Section 9.2 or Section 9.3, repay all Loans, unless, pursuant 
     to Section 9.3, only a portion of all Loans is so accelerated.

Each payment or prepayment of any Loans made pursuant to this Section shall be 
without premium or penalty, except as may be required by Section 4.4, and shall 
be applicable, to the extent of such prepayment, in the inverse order of 
maturity.  No voluntary prepayment of principal of any Loans or any prepayment 
pursuant to the preceding clause (c) shall cause a reduction in any Commitment 
Amount. 

     SECTION III.1.2.  Borrowing Base Deficiencies, Collateral Value 
Deficiencies and Asset Sales.

          (a)     Upon the occurrence of a Borrowing Base Deficiency and/or a 
     Collateral Value Deficiency, the Lender may notify the Borrower of such 
     Borrowing Base Deficiency and/or such Collateral Value Deficiency, as 
     applicable.  Within ten (10) days from and after the Borrowing Base 
     Deficiency Notification Date and/or such Collateral Value Deficiency 
     Notification Date, as applicable, the Borrower shall notify the Lender 
     that it shall take one of the following actions:

               (i)     execute and deliver to the Lender supplemental or 
          additional Security Documents, in form and substance reasonably 
          satisfactory to the Lender and its counsel, securing payment of the 
          Notes and the other Obligations and covering additional Oil and Gas 
          Properties directly owned by the Borrower or one or more of the 
          Borrower's Subsidiaries which are not then covered by any Loan 
          Document and which are of a type and nature satisfactory to the 
          Lender, and having a value, in addition to other Oil and Gas 
          Properties already subject to a Mortgage, sufficient to eliminate 
          the Borrowing Base Deficiency and the Collateral Value Deficiency, 
          as applicable, all as more particularly described in Section 
          8.1.7(a) and (b); or

               (ii)     make a payment with respect to the Obligations, 
          (which shall be applied (or held for application, as the case may 
          be) by the Lender to the payment of the aggregate unpaid principal 
          amount of those Loans then outstanding and then to the payment of 
          the then Letter of Credit Outstandings) in an aggregate principal 
          amount sufficient to eliminate such Borrowing Base Deficiency and 
          Collateral Value Deficiency, as applicable, within sixty (60) days 
          after the Borrowing Base Deficiency Notification or Collateral Value 
          Deficiency Notification Date, as applicable.
     
If the Borrower shall elect to execute and deliver (or cause one or more 
of the Borrower's Subsidiaries to execute and deliver) supplemental or 
additional Security Documents to the Lender pursuant to clause (i), it 
shall provide the Lender with descriptions of the additional assets to be 
collaterally assigned (together with current valuations, Engineering 
Reports, Security Documents described in clause (i) and title evidence 
applicable thereto, each of which shall be in form and substance 
reasonably satisfactory to the Lender) within sixty (60) days after the 
Borrowing Base Deficiency Notification Date or Collateral Value Deficiency 
Notification Date, as applicable.  Such supplemental or additional 
Security Documents shall be subject to the terms of Section 8.1.7.  If the 
Borrower fails to give the notice within such ten (10) day period required 
by Section 3.1.2(a) that it intends to take one of the actions described 
in clauses (i) or (ii) above, then without any necessity for notice to the 
Borrower or any other person, the Borrower shall become obligated 
immediately to pay Obligations in an aggregate principal amount equal to 
the applicable Borrowing Base Deficiency and/or Collateral Value 
Deficiency.

          (b)     If the Borrower or any of its Subsidiaries sells, transfers 
     or otherwise disposes of Oil and Gas Properties included in the most 
     recent determination of the Borrowing Base and that have a fair market 
     value in the aggregate for the Borrower and such Subsidiaries in excess of 
     $500,000 during the period from the effective date of the most recent 
     Borrowing Base Redetermination until the effective date of the next 
     Borrowing Base Redetermination, the Borrowing Base and the Collateral 
     Value shall be immediately reduced, until the effective date of the next 
     Borrowing Base Redetermination and Collateral Value Redetermination, by an 
     amount as reasonably determined by the Lender, or if the value of the 
     applicable Oil and Gas Properties cannot be readily determined by the 
     Lender, by the net sales proceeds realized from the sale, transfer or 
     other disposition of such assets.  In any event, and so long as any 
     Tranche B Loans are outstanding, all net sales proceeds from the sale by 
     the Borrower or any of its Subsidiaries of Oil and Gas Properties shall be 
     paid to the Lender as mandatory prepayments of Tranche B Loans.
     
If such reduction shall result in a Borrowing Base Deficiency and/or 
Collateral Value Deficiency, then in lieu of the provisions of clause (a) 
of Section 3.1.2, the Borrower shall immediately make a payment with 
respect to the Obligations in an amount equal to the greater of such 
Borrowing Base Deficiency or such Collateral Value Deficiency.  In 
addition to and cumulative of the foregoing , if a Borrowing Base 
Deficiency and/or Collateral Value Deficiency exists prior to such sale, 
transfer or other disposition of assets, then in lieu of the provisions of 
clause (a) of Section 3.1.2, the Borrower shall, with the written consent 
of the Lender, immediately make a payment with respect to the Obligations 
(which shall be applied (or held for application, as the case may be) by 
the Lender first to the payment of the aggregate unpaid principal amount 
of those Loans then outstanding, and then to the payment of the then 
Letter of Credit Outstandings) in an aggregate principal amount equal to 
the lesser of (i) the greater of the amount of the Collateral Value 
Deficiency or the amount of the Borrowing Base Deficiency (after giving 
effect to the applicable sale, transfer or other disposition) or (ii) 100% 
of the net sales proceeds realized from the applicable sale, transfer or 
other disposition.

          (c)     In addition, if the Borrower or any of its Subsidiaries 
     raises capital through the issuance of any type of equity or issues any 
     subordinated debt or senior unsecured debt, the proceeds of such issuance 
     will first be applied to cure any Borrowing Base Deficiency and/or 
     Collateral Value Deficiency, as applicable, and thereafter to prepay 
     Tranche B Loans.

     SECTION III.2.  Interest Provisions.  Interest on the outstanding 
principal amount of Loans shall accrue and be payable in accordance with this 
Section 3.2. 

     SECTION III.2.1.  Rate.  Pursuant to an appropriately delivered Borrowing 
Request or Continuation/Conversion Notice, the Borrower may elect that Loans 
accrue interest at a rate per annum:

          (a      on that portion maintained from time to time as a Base Rate 
     Loan, equal to the Alternate Base Rate plus the Applicable Margin from 
     time to time in effect; and 

          (b      on that portion maintained as a LIBO Rate Loan, during each 
     Interest Period applicable thereto, equal to the sum of the LIBO Rate 
     (Reserve Adjusted) for such Interest Period plus the Applicable Margin. 
 
     
All LIBO Rate Loans shall bear interest from and including the first day of the 
applicable Interest Period to (but not including) the last day of such Interest 
Period at the interest rate determined as applicable to such LIBO Rate Loan.

     SECTION III.2.2.  Post-Maturity Rates, etc.  After (w) the date any 
principal amount of any Loan shall have become due and payable (whether on the 
Stated Maturity Date, upon acceleration or otherwise), (x) the date any other 
monetary Obligation of the Borrower shall have become due and payable, (y) the 
date any other Event of Default shall have occurred (and so long as such Event 
of Default shall be continuing), and (z) the date that is sixty (60) days after 
a Borrowing Base Deficiency Notification Date or after a Collateral Value 
Deficiency Notification Date, if the applicable Borrowing Base Deficiency or 
Collateral Value Deficiency, as applicable, has not been cured, the Borrower 
shall pay, but only to the extent permitted by Applicable Law, interest (after 
as well as before judgment) on all Obligations at a rate per annum equal to

          (a      with respect to LIBO Rate Loans for the period from the date 
     such Loan becomes due and payable to the end of the then current Interest 
     Period, the higher of (i) the sum of the LIBO Rate (Reserve Adjusted) for 
     such Interest Period plus the Applicable Margin plus a margin of 3%, or 
     (ii) the sum of the Alternate Base Rate plus the Applicable Margin plus a 
     margin of 3%; or

          (b      in all other cases, the sum of the Alternate Base Rate plus 
     the Applicable Margin plus a margin of 3%.
     
     SECTION III.2.3.  Payment Dates.  Interest accrued on each Loan shall be 
payable, without duplication:

          (a      on the Stated Maturity Date; 

          (b      on the date of any optional or required payment or 
     prepayment, in whole or in part, of principal outstanding on such Loan and 
     on that portion of such Loan so paid or prepaid;

          (c      with respect to Base Rate Loans, on each Quarterly Payment 
     Date occurring after the Effective Date;

          (d      with respect to LIBO Rate Loans, on the last day of each 
     applicable Interest Period (and, if such Interest Period shall exceed 
     three months, on the ninetieth (90th) day of such Interest Period); and

          (e      on that portion of any Loans which is accelerated pursuant 
     to Section 9.2 or Section 9.3, immediately upon such acceleration.
     
Interest accrued on Loans or other monetary Obligations arising under this 
Agreement or any other Loan Document after the date such amount shall have 
become due and payable (whether on the Stated Maturity Date, upon acceleration 
or otherwise) shall be payable upon demand.

     SECTION III.2.4.  Maximum Interest.  It is the intention of the parties 
hereto to conform strictly to applicable usury laws and, anything herein to the 
contrary notwithstanding, the Obligations of the Borrower to the Lender under 
this Agreement shall be subject to the limitation that payments of interest 
shall not be required to the extent that receipt thereof would be contrary to 
provisions of Applicable Law limiting rates of interest which may be charged or 
collected by the Lender.  Accordingly, if the transactions contemplated hereby 
would be usurious under Applicable Law with respect to the Lender then, in that 
event, notwithstanding anything to the contrary in this Agreement, it is agreed 
as follows:

          (a      the provisions of this Section 3.2.4 shall govern and 
     control;

          (b      the aggregate of all consideration which constitutes 
     interest under Applicable Law that is contracted for, charged or received 
     under this Agreement, or under any of the other aforesaid agreements or 
     otherwise in connection with this Agreement by the Lender shall under no 
     circumstances exceed the maximum amount of interest allowed by Applicable 
     Law (such maximum lawful interest rate, if any, with respect to the Lender 
     herein called the "Highest Lawful Rate"), and any excess shall be credited 
     to the Borrower by the Lender (or, if such consideration shall have been 
     paid in full, such excess refunded to the Borrower);
     
          (c      all sums paid, or agreed to be paid, to the Lender for the 
     use, forbearance and detention of the indebtedness of the Borrower to the 
     Lender hereunder shall, to the extent permitted by Applicable Law, be 
     amortized, prorated, allocated and spread throughout the full term of such 
     indebtedness until payment in full so that the actual rate of interest is 
     uniform throughout the full term thereof; and
     
          (d      if at any time the interest provided pursuant to 
     Sections 3.2.1 and 3.2.2 together with any other fees payable pursuant to 
     this Agreement and deemed interest under Applicable Law, exceeds that 
     amount which would have accrued at the Highest Lawful Rate, the amount of 
     interest and any such fees to accrue to the Lender pursuant to this 
     Agreement shall be limited, notwithstanding anything to the contrary in 
     this Agreement, to that amount which would have accrued at the Highest 
     Lawful Rate, but any subsequent reductions, as applicable, shall not 
     reduce the interest to accrue to such Lender pursuant to this Agreement 
     below the Highest Lawful Rate until the total amount of interest accrued 
     pursuant to this Agreement and such fees deemed to be interest equals the 
     amount of interest which would have accrued to such Lender if a varying 
     rate per annum equal to the interest provided pursuant to Sections 3.2.1 
     and 3.2.2 had at all times been in effect, plus the amount of fees which 
     would have been received but for the effect of this Section 3.2.4.
     
     SECTION III.3.  Fees.  The Borrower agrees to pay the fees set forth in 
this Section 3.3.  All such fees shall be non-refundable.  

     SECTION III.3.1.  Structuring Fee.  The Borrower shall pay to the Lender 
a structuring fee in the amount of $50,000.  As of the Effective Date, such fee 
shall be credited against the closing fee provided for in Section 3.3.2.

     SECTION III.3.2.  Closing Fee.  On the Effective Date, the Borrower shall 
pay to the Lender a closing fee in the amount of $575,000.

     SECTION III.3.3.  Engineering and Redetermination Fee.  The Borrower shall 
pay to the Lender an annual engineering and redetermination fee of $35,000, a 
prorated portion of which shall be payable quarterly in arrears on each 
Quarterly Payment Date and on the earlier of the Commitment Termination Date or 
the Tranche A Availability Termination Date.

     SECTION III.3.4.  Commitment Fees.  The Borrower shall pay to the Lender 
a commitment fee, for the period from and including the Effective Date to but 
not including the earlier to occur of (x) the Tranche A Availability Termination
Date, and (y) the Commitment Termination Date, equal to (i) 0.5 of 1% per annum 
of the average of the actual daily unused Commitment Availability, based on a 
year comprised of three hundred sixty (360) days.  Accrued commitment fees shall
be payable in arrears on each Quarterly Payment Date and on the earlier of the 
Commitment Termination Date or the Tranche A Availability Termination Date.

     SECTION III.3.5.  Letter of Credit Stated Amount Fee.  The Borrower agrees 
to pay to the Issuer a fee for each Letter of Credit for the period from and 
including the date of the issuance of such Letter of Credit to (but not 
including) the date upon which such Letter of Credit expires, at a rate per 
annum equal to 1% of the Stated Amount of such Letter of Credit, based on a year
comprised of three-hundred and sixty (360) days.  A prorated portion of such fee
shall be payable by the Borrower in arrears on each Quarterly Payment Date, and 
on the earlier of the Tranche A Availability Termination Date or the Tranche A 
Commitment Termination Date for any period then ending for which such fee shall 
not theretofore have been paid, commencing on the first such date after the 
issuance of such Letter of Credit.  After any Borrowing Base Deficiency and/or 
Collateral Value Deficiency has or have existed for sixty (60) consecutive days,
the Stated Amount Fee on all Letters of Credit shall increase by 3.00% until 
such Borrowing Base Deficiency and/or Collateral Value Deficiency has or have 
been eliminated.

     SECTION III.3.6.  Letter of Credit Issuance Fee.  The Borrower agrees to 
pay to the Issuer an issuance fee for each Letter of Credit issued by the Issuer
for the period from and including the date of issuance of such Letter of Credit 
to (but not including) the date upon which such Letter of Credit expires, the 
greater of (x) 0.25% of the Stated Amount of such Letter of Credit or (y) $300. 
Such fee shall be payable by the Borrower on the date of issuance of such Letter
of Credit.

     SECTION III.3.7.  Letter of Credit Administrative Fees.  The Borrower 
agrees to pay to the Lender, the amounts described in Section 4.3.

     SECTION III.4.  Proceeds Account.  The Security Documents contain an 
assignment to the Lender by the Borrower and its Subsidiaries, as applicable, of
all production of Hydrocarbons and all proceeds attributable thereto properly 
allocable to the Mortgaged Properties.  Notwithstanding such assignment of 
production, the Borrower may, until the Lender shall give notice to the 
contrary, receive such proceeds.  Thereafter, all such proceeds from the sale of
such production shall be paid directly into an account of the Borrower 
maintained with the Lender (the "Proceeds Account").  The Borrower hereby grants
to the Lender, subject to the prior assignment in favor of the Lender of such 
production and its proceeds, a security interest in the Proceeds Account and all
proceeds thereof.


                         ARTICLE IV

                        LETTERS OF CREDIT

     SECTION IV.1.  Issuance Requests.  By delivering to the Issuer an Issuance 
Request on or before 12:00 noon (Chicago time), the Borrower may request, from 
time to time prior to the earlier to occur of (x) the Tranche A Availability 
Termination Date and (y) the Tranche A Commitment Termination Date, and on not 
less than three (3) nor more than ten (10) Business Days' notice, that the 
Issuer issue an irrevocable standby letter of credit in substantially the form 
of Exhibit L hereto, or in such other form as may be mutually agreed by the 
Borrower and the Issuer (each a "Letter of Credit"), in support of financial 
obligations of the Borrower incurred in the Borrower's ordinary course of 
business and which are described in such Issuance Request.  Each Letter of 
Credit shall by its terms:

          (a      be issued in a Stated Amount which

               (i      is at least $50,000;

               (ii      does not exceed (or would not exceed) the then Letter 
          of Credit Availability;

          (b      be stated to expire on a date (its "Stated Expiry Date") no 
     later than the earlier of (i) one (1) year after its date of issuance, or 
     (ii) one (1) year after the Tranche A Availability Termination Date; and

          (c      on or prior to its Stated Expiry Date

               (i      terminate immediately upon notice to the Issuer from 
          the beneficiary thereunder that all obligations covered thereby have 
          been terminated, paid, or otherwise satisfied in full,

               (ii      reduce in part immediately and to the extent the 
          beneficiary thereunder has notified the Issuer that the obligations 
          covered thereby have been paid or otherwise satisfied in part, or

               (iii      terminate thirty (30) Business Days after notice to 
          the beneficiary thereunder from the Lender that an Event of Default 
          has occurred and is continuing.

So long as no Default has occurred and is continuing, by delivery to the Issuer 
of an Issuance Request at least three (3) but not more than ten (10) Business 
Days prior to the Stated Expiry Date of any Letter of Credit, the Borrower may 
request the Issuer to extend the Stated Expiry Date of such Letter of Credit for
an additional period not to exceed the earlier of one (1) year from its date of 
extension, the Tranche A Availability Termination Date or the Tranche A 
Commitment Termination Date.  

     SECTION IV.2.  Issuances and Extensions.  On the terms and subject to the 
conditions of this Agreement (including Article VI), the Issuer shall issue 
Letters of Credit, and extend the Stated Expiry Dates of outstanding Letters of 
Credit, in accordance with the Issuance Requests made therefor.  The Issuer will
make available the original of each Letter of Credit which it issues in 
accordance with the Issuance Request therefor to the beneficiary thereof and 
will notify the beneficiary under any Letter of Credit of any extension of the 
Stated Expiry Date thereof.  Upon the expiration of any Letter of Credit, the 
Borrower may re-use any portion of the Letter of Credit Availability for the 
issuance of new Letters of Credit prior to the earlier to occur of the Tranche A
Availability Termination Date or the Tranche A Commitment Termination Date. 

The Issuer is under no obligation to issue any Letter of Credit if:

          (i      any order, judgment or decree of any Government Agency or 
     arbitrator shall by its terms purport to enjoin or restrain the Issuer 
     from issuing such Letter of Credit, or any requirement of Applicable Law 
     or any request or directive (whether or not having the force of law) from 
     any Government Agency with jurisdiction over the Issuer shall prohibit, or 
     request that the Issuer refrain from, the issuance of letters of credit 
     generally or such Letter of Credit in particular or shall impose upon the 
     Issuer with respect to such Letter of Credit any restriction, reserve or 
     capital requirement (for which the Issuer is not otherwise compensated 
     hereunder) not in effect on the Effective Date, or shall impose upon the 
     Issuer any unreimbursed loss, cost or expense which was not applicable on 
     the Effective Date and which the Issuer in good faith deems material to 
     it;

          (ii      one or more of the applicable conditions contained in 
     Article VI is not then satisfied;

          (iii      the expiry date of any requested Letter of Credit is prior 
     to the maturity date of any financial obligation to be supported by the 
     requested Letter of Credit;

          (iv      any requested Letter of Credit does not provide for drafts, 
     or is not otherwise in form and substance acceptable to the Issuer, or the 
     issuance of a Letter of Credit shall violate any applicable policies of 
     the Issuer;

          (v      any standby Letter of Credit is for the purpose of 
     supporting the issuance of any letter of credit by any other Person; or
     
          (vi      such Letter of Credit is in a face amount denominated in a 
     currency other than Dollars.

The Uniform Customs and Practice for Documentary Credits most recently published
by the International Chamber of Commerce at the time of issuance of any Letter 
of Credit shall (unless otherwise expressly provided in the Letters of Credit) 
apply to the Letters of Credit.

     SECTION IV.3.  Expenses.  The Borrower agrees to pay to the Issuer all 
reasonable administrative expenses of the Issuer in connection with the 
issuance, maintenance, modification (if any) and administration of each Letter 
of Credit issued by the Issuer upon demand from time to time.

     SECTION IV.4.  Disbursements.  The Issuer will notify the Borrower 
promptly of the presentment for payment of any Letter of Credit, together with 
notice of the date (the "Disbursement Date") such payment shall be made.  
Subject to the terms and provisions of such Letter of Credit, the Issuer shall 
make such payment to the beneficiary (or its designee) of such Letter of Credit.
In paying any drawing under a Letter of Credit, the Issuer shall not have any 
responsibility to obtain any document (other than to obtain and review any sight
draft and certificates expressly required by the Letter of Credit) or to 
ascertain or inquire as to the validity or accuracy of any such document or the 
authority of the Person executing or delivering any such document.  Prior to 
12:00 noon (Chicago time) on the Disbursement Date, the Borrower will reimburse 
the Issuer for all amounts which it has disbursed under the Letter of Credit. 
To the extent the Issuer is not reimbursed in full in accordance with the 
preceding sentence, the Borrower's Reimbursement Obligation shall accrue 
interest at a fluctuating rate equal to the lesser of (i) the Highest Lawful 
Rate or (ii) the Alternate Base Rate, plus the Applicable Margin, plus a margin 
of 3% per annum, payable on demand.  In the event the Issuer is not reimbursed 
by the Borrower on the Disbursement Date, or if the Issuer must for any reason 
return or disgorge such reimbursement, the Lender shall, on the terms and 
subject to the conditions of this Agreement, fund the Reimbursement Obligation 
therefor by making, on the next Business Day, Loans as provided in Section 2.1.1
(the Borrower being deemed to have given a timely Borrowing Request therefor for
such amount); provided, however, for the purpose of determining the availability
of the Commitments to make Loans immediately prior to giving effect to the 
application of the proceeds of such Loans, such Reimbursement Obligation shall 
be deemed not to be outstanding at such time.

     SECTION IV.5.  Reimbursement.  The Borrower's obligation (a "Reimbursement 
Obligation") under Section 4.4 to reimburse the Issuer with respect to each 
Disbursement (including interest thereon) shall be absolute and unconditional 
under any and all circumstances and irrespective of any setoff, counterclaim, or
defense to payment which the Borrower may have or have had against the Lender, 
the Issuer or any beneficiary of a Letter of Credit, including any defense based
upon the occurrence of any Default, any draft, demand or certificate or other 
document presented under a Letter of Credit proving to be forged, fraudulent, 
invalid or insufficient, the failure of any Disbursement to conform to the terms
of the applicable Letter of Credit (if, in the Issuer's good faith opinion, such
Disbursement is determined to be appropriate) or any non-application or 
misapplication by the beneficiary of the proceeds of such Disbursement, or the 
legality, validity, form, regularity, or enforceability of such Letter of 
Credit; provided, however, that nothing herein shall adversely affect the right 
of the Borrower to commence any proceeding against the Issuer for any wrongful 
Disbursement made by the Issuer under a Letter of Credit as a result of acts or 
omissions constituting gross negligence or wilful misconduct on the part of the 
Issuer.

     SECTION IV.6.  Deemed Disbursements.  Upon the occurrence and during the 
continuation of any Event of Default or the occurrence of the Tranche A 
Commitment Termination Date, an amount equal to that portion of Letter of Credit
Outstandings attributable to outstanding and undrawn Letters of Credit shall, at
the election of the Lender, and without demand upon or notice to the Borrower, 
be deemed to have been paid or disbursed by the Lender under such Letters of 
Credit (notwithstanding that such amount may not in fact have been so paid or 
disbursed), and, upon notification by the Lender to the Borrower of its 
obligations under this Section, the Borrower shall be immediately obligated to 
reimburse the Lender the amount deemed to have been so paid or disbursed by the 
Lender.  Any amounts so received by the Lender from the Borrower pursuant to 
this Section shall be held as collateral security for the repayment of the 
Borrower's obligations in connection with the Letters of Credit issued by the 
applicable Issuer.  At any time when such Letters of Credit shall terminate and 
all Obligations to the Lender are either terminated or paid or reimbursed to the
Lender in full, the Obligations of the Borrower under this Section shall be 
reduced accordingly (subject, however, to reinstatement in the event any payment
in respect of such Letters of Credit is recovered in any manner from the Lender 
or the Issuer), and the Lender will return to the Borrower the excess, if any, 
of

          (a      the aggregate amount deposited by the Borrower with the 
     Lender and not theretofore applied by the Lender to any Reimbursement 
     Obligation

over

          (b      the aggregate amount of all Reimbursement Obligations to the 
     Lender pursuant to this Section, as so adjusted.

At such time when all Events of Default shall have been cured or waived, the 
Lender shall return to the Borrower all amounts then on deposit with the Lender 
pursuant to this Section.  All amounts on deposit pursuant to this Section 
shall, until their application to any Reimbursement Obligation or their return 
to the Borrower, as the case may be, bear interest for the Borrower's account at
the daily average Federal Funds Rate from time to time in effect (net of the 
costs of any reserve requirements, in respect of amounts on deposit pursuant to 
this Section, pursuant to F.R.S. Board Regulation D), which interest shall be 
held by the Lender as additional collateral security for the repayment of the 
Borrower's Obligations in connection with the Letters of Credit issued by the 
Lender.

     SECTION IV.7.  Nature of Reimbursement Obligations.  The Borrower shall 
assume all risks of the acts, omissions, or misuse of any Letter of Credit by 
the beneficiary thereof.  Neither the Lender nor any Issuer (except to the 
extent of its own gross negligence or wilful misconduct) shall be responsible 
for:

          (a      the form, validity, sufficiency, accuracy, genuineness, or 
     legal effect of any Letter of Credit or any document submitted by any 
     party in connection with the application for and issuance of a Letter of 
     Credit, even if it should in fact prove to be in any or all respects 
     invalid, insufficient, inaccurate, fraudulent, or forged; 

          (b      the form, validity, sufficiency, accuracy, genuineness, or 
     legal effect of any instrument transferring or assigning or purporting to 
     transfer or assign a Letter of Credit or the rights or benefits thereunder 
     or proceeds thereof in whole or in part, which may prove to be invalid or 
     ineffective for any reason;

          (c      failure of the beneficiary to comply fully with conditions 
     required in order to demand payment under a Letter of Credit;

          (d      errors, omissions, interruptions, or delays in transmission 
     or delivery of any messages, by mail, cable, telegraph, telex, facsimile 
     or otherwise;

          (e      any loss or delay in the transmission or otherwise of any 
     document or draft required in order to make a Disbursement under a Letter 
     of Credit or of the proceeds thereof; 

          (f      any change in the time, manner or place of payment of, or in 
     any other term of, all or any of the obligations of the Borrower in 
     respect of any Letter of Credit;

          (g      the existence of any claim, set-off, defense or other right 
     that the Borrower may have at any time against any beneficiary or any 
     transferee of any Letter of Credit (or any Person for whom any such 
     beneficiary or any such transferee may be acting), the Issuer (if other 
     than the Lender or its Affiliates) or any other Person, whether in 
     connection with this Agreement, the transactions contemplated hereby or by 
     the Letters of Credit or any unrelated transaction;

          (h      any payment by an Issuer under any Letter of Credit against 
     presentation of a draft or certificate that does not strictly comply with 
     the terms of any Letter of Credit; or any payment made by an Issuer under 
     any Letter of Credit to any Person purporting to be a trustee in 
     bankruptcy, debtor-in-possession, assignee for the benefit of creditors, 
     liquidator, receiver or other representative of or successor to any 
     beneficiary or any transferee of any Letter of Credit, including any 
     arising in connection with any insolvency proceeding; or
     
          (i      any other circumstance or happening whatsoever, whether or 
     not similar to any of the foregoing, including any other circumstance that 
     might otherwise constitute a defense available to, or a discharge of, the 
     Borrower or a guarantor.

None of the foregoing shall affect, impair, or prevent the vesting of any of the
rights or powers granted the Lender or the Issuer hereunder.  In furtherance and
extension, and not in limitation or derogation, of any of the foregoing, any 
action taken or omitted to be taken by the Lender or the Issuer in good faith 
and not constituting gross negligence or willful misconduct shall be binding 
upon the Borrower and shall not put the Lender or the Issuer under any resulting
liability to the Borrower.

     SECTION IV.8.  Increased Costs; Indemnity.  If by reason of

          (a      any change in Applicable Law after the Effective Date or any 
     change in the interpretation or application by any judicial or regulatory 
     authority of any Applicable Law, or

          (b      compliance by the Lender with any direction, request or 
     requirement (whether or not having the force of law) of any Government 
     Agency, including Regulation D of the F.R.S. Board:
     
               (i      the Lender shall be subject to any tax (other than 
          taxes on net income and franchises), levy, charge or withholding of 
          any nature or to any variation thereof or to any penalty with 
          respect to the maintenance or fulfillment of its obligations under 
          this Article IV, whether directly or by such being imposed on or 
          suffered by the Lender; 

               (ii      any reserve, deposit or similar requirement is or 
          shall be applicable, increased, imposed or modified in respect of 
          any Letters of Credit issued by an Issuer; or
     
               (iii      there shall be imposed on the Lender any other 
          condition regarding this Article IV or any Letter of Credit,


and the result of the foregoing is directly or indirectly to increase the cost 
to the  Lender or the Issuer of issuing or maintaining any Letter of Credit or 
to reduce any amount receivable in respect thereof by the Lender or the Issuer, 
then and in any such case may, at any time after the additional cost is incurred
or the amount received is reduced, notify the Borrower thereof, and the Borrower
shall pay on demand such amounts as the Lender or the Issuer may specify to be 
necessary to compensate the Lender or the Issuer for such additional cost or 
reduced receipt, together with interest on such amount from the date demanded 
until payment in full thereof at a rate equal at all times to the Alternte Base
Rate plus the Applicable Margin plus three percent (3%) per annum.  The 
determination by the Lender or the Issuer, as the case may be, of any amount due
pursuant to this Section, as set forth in a statement setting forth the 
calculation thereof in reasonable detail shall, in the absence of manifest 
error, be final and conclusive and binding on all of the parties hereto.

          (c      In addition to amounts payable as elsewhere provided in this 
     Article IV, the Borrower hereby indemnifies, exonerates and holds the 
     Lender and each Issuer harmless from and against any and all actions, 
     causes of action, suits, losses, costs, liabilities and damages, and 
     expenses incurred in connection therewith (irrespective of whether the 
     Lender or the Issuer is a party to the action for which indemnification is 
     sought), including reasonable attorneys' fees and disbursements, which the 
     Lender or the Issuer may incur or be subject to as a consequence, direct 
     or indirect, of 

               (i      the issuance of the Letters of Credit, other than as 
          a result of the gross negligence or wilful misconduct of the Issuer 
          as determined by a court of competent jurisdiction, or
     
               (ii      the failure of the Issuer to honor a drawing under 
          any Letter of Credit as a result of any act or omission, whether 
          rightful or wrongful, of any present or future de jure or de facto 
          Government Agency.


                                ARTICLE V

                 CERTAIN INTEREST RATE AND OTHER PROVISIONS


     SECTION V.1.  LIBO Rate Lending Unlawful.  If the Lender shall determine 
(which determination shall, upon notice thereof to the Borrower, be conclusive 
and binding on the Borrower) that the introduction of or any change in or in the
interpretation of any law makes it unlawful, or any central bank or other 
governmental authority asserts that it is unlawful, for the Lender to make, 
continue or maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan,
the obligation of the Lender to make, continue, maintain or convert into any 
such LIBO Rate Loans shall, upon such determination, forthwith be suspended 
until the Lender shall notify the Borrower that the circumstances causing such 
suspension no longer exist, and all LIBO Rate Loans shall automatically convert 
into Base Rate Loans at the end of the then current Interest Periods with 
respect thereto or sooner, if required by such law or assertion. 

     SECTION V.2.  Deposits Unavailable.  If the Lender shall have determined 
that Dollar deposits in the relevant amount are not available to the Lender in 
its relevant market, then, upon notice from the Lender to the Borrower, the 
obligations of the Lender under Section 2.3 to make any Loans shall forthwith be
suspended until the Lender shall notify the Borrower that the circumstances 
causing such suspension no longer exist.

     SECTION V.3.  Increased Loan Costs, etc.  If by reason of

          (a      any change in Applicable Law after the Effective Date or any 
     change in the interpretation or application by any judicial or regulatory 
     authority of any Applicable Law, or
     
          (b      compliance by the Lender with any direction,  request or 
     requirement (whether or not having the force of Governmental Agency, 
     including Regulation D of the F.R.S. Board:

               (i   the Lender shall be subject to any tax (other than taxes 
          on net income and franchises), levy, charge or withholding of any 
          nature or to any variation thereof or to any penalty with respect to 
          any payment due under any LIBO Rate Loan or other amounts due under 
          this Agreement, whether directly or by such being imposed on or 
          suffered by the Lender; 

               (ii   any reserve, deposit or similar requirement is or shall 
          be applicable, increased, imposed or modified in respect of Letters 
          of Credit issued by an Issuer or any other extensions of credit or 
          other assets of, or any deposits with or other liabilities of, the 
          Lender or Loans made by the Lender, or against any other funds, 
          obligations or other property owned or held by the Lender and the 
          Lender actually incurs such additional costs; or

               (iii   there shall be imposed on the Lender any other 
          condition affecting this Agreement (or any of such extensions of 
          credit or liabilities),

and the result of the foregoing is directly or indirectly to increase the cost 
to the Lender of making, continuing or the Issuer of issuing or maintaining (or 
of its obligation to make, continue or maintain) any Loans as, or of converting 
(or of its obligation to convert) any Loans into, LIBO Rate Loans, any Letter of
Credit or to reduce any amount receivable in respect thereof by the Lender or 
the Issuer, then and in any such case the Lender may, at any time after the 
additional cost is incurred or the amount received is reduced, notify the 
Borrower thereof, and the Borrower shall pay on demand such amounts as the 
Lender or the Issuer may specify to be necessary to compensate the Lender or the
Issuer for such additional cost or reduced receipt, together with interest on 
such amount from the date demanded until payment in full thereof at a rate equal
at all times to the Alternate Base Rate plus the Applicable Margin plus three 
percent (3%) per annum.  The determination by the Lender or the Issuer, as the 
case may be, of any amount due pursuant to this Section, as set forth in a 
statement setting forth the calculation thereof in reasonable detail, shall, in 
the absence of manifest error, be final and conclusive and binding on all of the
parties hereto.

     SECTION V.4.  Funding Losses.  In the event the Lender shall incur any 
loss or expense (including any loss or expense incurred by reason of the 
liquidation or reemployment of deposits or other funds acquired by the Lender to
make, continue or maintain any portion of the principal amount of any Loan as, 
or to convert any portion of the principal amount of any Loan into, a LIBO Rate 
Loan) as a result of 

          (a   any conversion or repayment or prepayment of the principal 
     amount of any LIBO Rate Loans on a date other than the scheduled last day 
     of the Interest Period applicable thereto, whether pursuant to Section 3.1 
     or otherwise;

          (b   any Loans not being made as LIBO Rate Loans in accordance with 
     the Borrowing Request therefor by reason of any act or omission by the 
     Borrower or failure of a condition precedent to be satisfied; or

          (c   any Loans not being continued as, or converted into, LIBO Rate 
     Loans in accordance with the Continuation/ Conversion Notice therefor by 
     reason of any act or omission by the Borrower;

then, upon the written notice of the Lender to the Borrower, the Borrower shall,
within five (5) days of its receipt thereof, pay to the Lender such amount as 
will (in the reasonable determination of the Lender) reimburse the Lender for 
such loss or expense.  Such written notice (which shall include calculations in 
reasonable detail) shall, in the absence of manifest error, be conclusive and 
binding on the Borrower.


     SECTION V.5.  Increased Capital Costs.  If any change in, or the 
introduction, adoption, effectiveness, interpretation, reinterpretation or 
phase-in of, any Applicable Law of any Government Agency, affects or would 
affect the amount of capital required or expected to be maintained by the Lender
or any Person controlling the Lender, and the Lender determines (in its sole and
absolute discretion) that the rate of return on its or such controlling Person's
capital as a consequence of its Commitments hereunder, issuance of Letters of 
Credit or the Loans made by the Lender is reduced to a level below that which 
the Lender or such controlling Person could have achieved but for the occurrence
of any such circumstance, then, in any such case upon notice from time to time 
by the Lender to the Borrower, the Borrower shall immediately pay directly to 
the Lender additional amounts sufficient to compensate the Lender or such 
controlling Person for such reduction in rate of return.  A statement of the 
Lender as to any such additional amount or amounts (including calculations 
thereof in reasonable detail) shall, in the absence of manifest error, be 
conclusive and binding upon the Borrower.  In determining such amount, the 
Lender may use any method of averaging and attribution that it (in its 
reasonable discretion) shall deem applicable.

     SECTION V.6.  Taxes.  All payments by the Borrower of principal of, and 
interest on, the Loans and all other amounts payable hereunder shall be made 
free and clear of and without deduction for any present or future income, 
excise, stamp or franchise taxes and other taxes, levies, assessments, imposts, 
deductions, fees, duties, withholdings or other charges and all liabilities with
respect thereto of any nature whatsoever imposed by any taxing authority, but 
excluding franchise taxes and taxes imposed on or measured by the Lender's net 
income, total assets, net worth, shareholder capital or receipts (such non-
excluded items being called "Taxes").  In the event that any withholding or 
deduction from any payment to be made by the Borrower hereunder is required in 
respect of any Taxes pursuant to any Applicable Law then (unless the Borrower 
already knows of such withholding or deduction, upon notice thereof from the 
Lender) the Borrower will

          (a      pay directly to the relevant authority the full amount 
     required to be so withheld or deducted;
     
          (b      promptly forward to the Lender an official receipt or other 
     documentation satisfactory to the Lender evidencing such payment to such 
     authority; and 

          (c      pay to the Lender such additional amount or amounts as is 
     necessary to ensure that the net amount actually received by the Lender 
     will equal the full amount the Lender would have received and retained had 
     no such withholding or deduction been required.

Moreover, if any Taxes are directly asserted against the Lender with respect to 
any payment received by the Lender hereunder, the Lender may pay such Taxes and 
the Borrower will promptly pay such additional amounts (including any penalties,
interest or expenses) as is necessary in order that the net amount received by 
such person after the payment of such Taxes (including any Taxes on such 
additional amount) shall equal the amount such person would have received had 
not such Taxes been asserted.

     If the Borrower fails to pay any Taxes when due to the appropriate taxing 
authority or fails to remit to the Lender the required receipts or other 
required documentary evidence, the Borrower shall indemnify the Lender for any 
incremental Taxes or other liability (including interest, expenses or penalties)
that may become payable by the Lender as a result of any such failure, whether 
or not such Taxes or liabilities were correctly or legally asserted.  Payment 
under this indemnity shall be made within thirty (30) days after the date the 
Lender makes written demand therefor.

     Upon the request of the Borrower, each Assignee Lender that is organized 
under the laws of a jurisdiction other than the United States shall, prior to 
the due date of any payment in respect of the Borrowings, execute and deliver to
the Borrower, on or about January 15 of each calendar year, one or more (as the 
Borrower may reasonably request) United States Internal Revenue Service Forms 
4224 or Forms 1001 or such other forms or documents (or successor forms or 
documents), appropriately completed, as may be applicable to establish the 
extent, if any, to which a payment to such Assignee Lender is exempt from 
withholding or deduction of Taxes.

     SECTION V.7.  Payments, Computations, etc.  Unless otherwise expressly 
provided, all payments by the Borrower pursuant to this Agreement, the Note or 
any other Loan Document shall be made by the Borrower without setoff, deduction 
or counterclaim, not later than 11:00 a.m. (Chicago time) on the date due, in 
U.S. Dollars in same day or immediately available funds, to such account with 
the Lender in Chicago, Illinois as the Lender shall specify from time to time by
notice to the Borrower.  Funds received after that time shall be deemed to have 
been received by the Lender on the next succeeding Business Day and any 
applicable interest or fee shall continue to accrue.  All interest shall be 
computed on the basis of the actual number of days (including the first day but 
excluding the last day) occurring during the period for which such interest is 
payable over a year comprised of 360 days (or, in the case of interest on a Base
Rate Loan (other than when calculated with respect to the Federal Funds Rate), 
365 days or, if appropriate, 366 days).  Whenever any payment to be made shall 
otherwise be due on a day which is not a Business Day, such payment shall 
(except as otherwise required by clause (c) of the definition of the term 
"Interest Period" with respect to LIBO Rate Loans) be made on the next 
succeeding Business Day and such extension of time shall be included in 
computing interest and fees, if any, in connection with such payment.

     SECTION V.8.  Setoff.  The Lender shall, upon the occurrence of any 
Default described in clauses (a) through (d) of Section 9.1.9 or upon the 
occurrence of any other Event of Default, have the right to appropriate and 
apply to the payment of the Obligations owing to it (whether or not then due), 
and (as security for such Obligations) the Borrower hereby grants to the Lender 
a continuing security interest in, any and all balances, credits, deposits, 
accounts or moneys of the Borrower then or thereafter maintained with or 
otherwise held by the Lender, including without limitation, the Proceeds 
Account. The Lender agrees promptly to notify the Borrower after any such setoff
and application made by the Lender; provided, however, that the failure to give 
such notice shall not affect the validity of such setoff and application.  The 
rights of the Lender under this Section 5.8 are in addition to other rights and 
remedies (including other rights of setoff under Applicable Law or otherwise) 
which the Lender may have.

     SECTION V.9.  Use of Proceeds.  The Borrower shall apply the proceeds of 
each Borrowing only in accordance with and for the purposes set forth in Section
2.7; without limiting the foregoing, no proceeds of any Loan will be used to 
acquire any equity security of a class which is registered pursuant to Section 
12 of the Securities Exchange Act of 1934 or any "margin stock", as defined in 
F.R.S. Board Regulation U, X or G.


                              ARTICLE VI

                         CONDITIONS PRECEDENT

     SECTION VI.1.  Initial Credit Extension.  The obligation of the Lender to 
make the initial Credit Extension shall be subject to the prior or concurrent 
satisfaction of each of the conditions precedent set forth in this Section 6.1.

     SECTION VI.1.1.  Resolutions, etc.  The Lender shall have received from 
the Borrower and each of Borrower's Subsidiaries a certificate, dated not later 
than the date of the initial Credit Extension, of the respective Secretary or 
Assistant Secretary of each of the Borrower, Future California and the Partners,
for themselves and on behalf of the Partnership Subsidiaries, as to

          (a      resolutions of the respective Boards of Directors of the 
     Borrower, Future California and the Partners then in full force and effect 
     authorizing the execution, delivery and performance of this Agreement, the 
     Notes and each other Loan Document to be executed by it;
     
          (b      the incumbency and signatures of those of its officers or 
     Persons authorized to act with respect to this Agreement, the Notes and 
     each other Loan Document executed by it;

          (c      the Organic Documents of the Borrower, Future California, 
     the Partners and the Partnership Subsidiaries; and

          (d      evidence that each of the Borrower, Future California, the 
     Partners and the Partnership Subsidiaries are in good standing under the 
     laws of the jurisdiction of its respective organization and, as to the 
     Partnership Subsidiaries, in each of the jurisdictions where the Mortgaged 
     Properties are located,

upon which certificates the Lender may conclusively rely until it shall have 
received a further certificate of the Secretary of the Borrower canceling or 
amending such prior certificate.

     SECTION VI.1.2.  Delivery of Notes.  The Lender shall have received the 
Notes duly executed and delivered by the Borrower. 

     SECTION VI.1.3.  Guaranties.  The Lender shall have received executed 
counterparts of the Guaranties, or ratifications of Guaranties previously 
delivered under the Existing Agreement, dated as of the date hereof, duly 
executed by each of the Borrower's Subsidiaries.  

     SECTION VI.1.4.  Pledge Agreements.  To the extent not previously 
delivered in connection with the Existing Agreement, the Lender shall have 
received executed counterparts of the Pledge Agreements, or ratifications of 
Pledge Agreements previously delivered under the Existing Agreement, dated as of
the date hereof, duly executed by (a) the Principal Shareholders pledging all of
their interests in the capital stock of the Borrower, (b) the Borrower pledging 
all of its interest in the capital stock of each of the Partners and Future 
California, and (c) each of the Partners pledging all of its respective 
partnership interests in the Partnership Subsidiaries, in each case together 
with the certificates, evidencing all of the issued and outstanding shares of 
capital stock or partnership interests pledged pursuant to the Pledge 
Agreements, which certificates shall in each case be accompanied by undated 
stock powers duly executed in blank, or, if any securities pledged pursuant to 
the Pledge Agreements are uncertificated securities, confirmation and evidence 
satisfactory to the Lender that the security interest in such uncertificated 
securities has been transferred to and perfected by the Lender in accordance 
with Section 8-313 and Section 8-321 of the Uniform Commercial Code, as in 
effect in the State of Illinois, and, as applicable, with the evidence of 
completion (or satisfactory arrangement for the completion) of all filings and 
recordings of the Pledge Agreements as may be necessary, or in the reasonable 
opinion of the Lender, desirable, effectively to create a valid, perfected first
priority lien against and security interest in the collateral covered thereby.

     SECTION VI.1.5.  Security Agreement.  The Lender shall have received 
executed counterparts of a Security Agreement, or ratifications of Security 
Agreements previously delivered under the Existing Agreement, dated as of the 
date hereof, duly executed by the Borrower and each of its Subsidiaries, as 
applicable, together with

          (a      executed copies of Uniform Commercial Code financing 
     statements (Form UCC-1), in proper form for filing, naming the Borrower 
     (or its Subsidiary, as applicable) as the debtor and the Lender as the 
     secured party, or other similar instruments or documents, filed under the 
     Uniform Commercial Code of all jurisdictions as may be necessary or, in 
     the opinion of the Lender, desirable to perfect the security interest of 
     the Lender pursuant to such Security Agreement; and

          (b      executed copies of proper Uniform Commercial Code Form UCC-3 
     termination statements, if any, necessary to release all Liens and other 
     rights of any Person in any collateral described in such Security 
     Agreement previously granted by any Person together with such other 
     Uniform Commercial Code Form UCC-3 termination statements as the Lender 
     may reasonably request from the Borrower.
 
     SECTION VI.1.6.  Consents and Mortgage Consents.  The Lender shall have 
received true and correct copies, certified by the Borrower, of all Mortgage 
Consents and Consents required in connection with the Properties to be 
encumbered by Mortgages delivered pursuant to Section 6.1.7 or the Security 
Agreements delivered pursuant to Section 6.1.5, respectively.

     SECTION VI.1.7.  Mortgage.  The Lender shall have received counterparts of 
a Mortgage, or amendments to Mortgages previously delivered under the Existing 
Agreement, relating to the Hydrocarbon Interests and related Oil and Gas 
Properties of the Borrower and its Subsidiaries that are included in the 
Lender's determination of the initial Borrowing Base, dated as of a recent date,
duly executed by the Borrower and/or its Subsidiaries, as applicable, together 
with

          (a      evidence of the completion (or satisfactory arrangements for 
     the completion) of all recordings and filings of such Mortgage or 
     amendments 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;

          (b)     favorable mortgagee's title opinions in favor of the Lender 
     (in form and substance and issued by title counsel reasonably satisfactory 
     to the Lender, substantially in the form of Exhibit I-2 hereto), with 
     respect to the Property purporting to be covered by the Mortgage setting 
     forth the working interest and net revenue interest of the Borrower and/or 
     its Subsidiaries in such Properties and opining that the Borrower's and/or 
     its Subsidiaries' title to such property is good and marketable and valid 
     and that the interests created by the Mortgage constitute valid first 
     Liens thereon free and clear of all defects and encumbrances other than as 
     approved by the Lender; and

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

     SECTION VI.1.8.  Opinions of Counsel.  The Lender shall have received 
opinions, dated the date of the initial borrowing and addressed to the Lender, 
from

          (a)     Kruse, Landa & Maycock, L.L.C., counsel to the Borrower, 
     Future California, the Partners, the Partnership Subsidiaries and Carl 
     Price, substantially in the form of Exhibit H hereto;
     
          (b)     Thompson & Knight, P.C., counsel to EnCap Equity 1994 
     Limited Partnership, substantially in the form of Exhibit H hereto;

          (c)     Lowrey & Millikin, L.L.P., counsel to Bargo Energy 
     Resources, Ltd., substantially in the form of Exhibit H hereto;

          (d)     Hobson Audley Hopkins & Wood, counsel to Energy Capital 
     Investment Company PLC, substantially in the form of Exhibit H hereto; and

          (e)     Tim J. Lewy, as to the Chevron South Coles Levee Property, 
     Phillip R. Wahl, as to the Racoon Bend Property, and Liskow & Lewis and 
     Phillip R. Wahl, as to Cody Properties, special title counsel to the 
     Borrower, substantially in the form of Exhibit I-1 hereto.

     SECTION VI.1.9.  UCC-11s.  The Lender shall have received certified copies 
of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or 
a similar search report certified by a party acceptable to the Lender, dated a 
date reasonably near to the date of the initial Borrowing, listing all effective
financing statements which name the Borrower, its Subsidiaries, and each other 
Obligor (under their present names and any previous names) as the debtor and 
which are filed in the jurisdictions in the States of Texas and the State of 
residence (if outside the State of Texas) and the Borrower and its Subsidiaries 
in the States of Utah, Oklahoma, New Mexico and California, together with copies
of such financing statements (none of which shall cover any collateral described
in the Existing Mortgages).

     SECTION VI.1.10.  Evidence of Insurance.  The Lender shall have received 
certificates of insurance satisfactory to it evidencing the existence of all 
insurance required to be maintained by the Borrower by this Agreement and the 
other Loan Documents.

     SECTION VI.1.11.  Engineering Reports.  The Lender shall have received an 
Engineering Report, dated as of August 1, 1998, from T.J. Smith & Company, as 
to the Mortgaged Properties.

     SECTION VI.1.12.  Environmental Report.  The Lender shall have 
received the Phase I environmental assessments prepared by Environmental 
Compliance Associate with respect to the Cody Properties, the Chevron South 
Coles Levee Property, and the Raccoon Bend Property; a completed environmental 
disclosure questionnaire and such other information with respect to the 
ownership and past use of the Mortgaged Properties as the Lender may reasonably 
request, and such reports and questionnaire shall be satisfactory in form, 
substance and scope to the Lender.  

     SECTION VI.1.13.  Budget.  The Lender shall have received a budget for the 
Borrower for the twelve (12) months immediately following the Effective Date, in
form, scope and detail reasonably satisfactory to the Lender.  The budget shall
contain, among other things, a quarterly projection of Capital Expenditures 
showing the proposed use of proceeds from Loans.

     SECTION VI.1.14.  Amended and Restated Security Documents.  The documents, 
instruments and agreements comprising or evidencing the collateral security for 
the Existing Agreement (including that certain Master Subordination Agreement 
dated as of August 14, 1998, among the Lender, the Borrower and its Subsidiaries
and the Existing Creditors, as the same has been amended) shall each have been 
amended, or amended  and restated to provide that such documents, instruments 
and agreements secure the Obligations, in each case pursuant to instruments in 
form and substance satisfactory to the Lender and its counsel.

     SECTION VI.1.15.  Other Documents.  The Lender shall have received such 
other documents, including Approvals, as it may reasonably request.

     SECTION VI.1.16. Closing Fees, Expenses, etc.  The Lender shall have 
received all reasonable costs and expenses due and payable pursuant to 
Sections 3.3 and 10.3, if then invoiced.

     SECTION VI.2.  Inclusion of Hydrocarbon Interests in the Borrowing Base. 
The inclusion of any additional Hydrocarbon Interests in the Borrowing Base, 
including the Cody Properties, the Chevron South Coles Levee Property and the 
Raccoon Bend Property, is subject to the following conditions having been 
satisfied and receipt by the Lender of the following documents, in each case 
with respect to each Hydrocarbon Interests and related Oil and Gas Properties 
which the Borrower requests be included in the Borrowing Base, and each of which
conditions and documents shall be satisfactory to the Lender in form and 
substance:

     SECTION VI.2.1.  Environmental Report.  The Lender shall have 
received Phase I environmental assessments as of a recent date prepared by an 
environmental consulting firm as shall be acceptable to the Lender, a completed 
environmental disclosure questionnaire and such other information with respect 
to the ownership and past use of the Mortgaged Properties relating to such 
Hydrocarbon Interests as the Lender may reasonably request, and such reports and
questionnaire shall be satisfactory in form, substance and scope to the Lender.

     SECTION VI.2.2.  Mortgage.  The Lender shall have received counterparts of 
a Mortgage relating to such Hydrocarbon Interests and related Oil and Gas 
Properties, dated as of a recent date, duly executed by the Borrower and/or its 
Subsidiaries, as applicable, together with

          (a)     evidence of the completion (or satisfactory arrangements for 
     the completion) of all recordings and filings of such Mortgage 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;

          (b)     favorable mortgagee's title opinions in favor of the Lender 
     (in form and substance and issued by title counsel reasonably satisfactory 
     to the Lender, substantially in the form of Exhibit I-2 hereto), with 
     respect to the Property purporting to be covered by the Mortgage setting 
     forth the working interest and net revenue interest of the Borrower and/or 
     its Subsidiaries in such Properties and opining that the Borrower's and/or 
     its Subsidiaries' title to such property is good and marketable and valid 
     and that the interests created by the Mortgage constitute valid first 
     Liens thereon free and clear of all defects and encumbrances other than as 
     approved by the Lender; and

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

     SECTION VI.2.3.  UCC-11s.  The Lender shall have received certified copies 
of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or 
a similar search report certified by a party acceptable to the Lender, dated as 
of a recent date, listing all effective financing statements which name the 
Borrower or its Subsidiaries (under their present names and any previous names) 
as the debtor and which are filed in the jurisdictions in the State of Texas or 
the state in which such Oil and Gas Properties are located and in which the 
Mortgage referenced in Section 6.2.2. is to be filed, together with copies of 
such financing statements (none of which shall cover any collateral described in
any such Mortgage).

     SECTION VI.2.4.  Evidence of Insurance.  The Lender shall have received 
certificates of insurance satisfactory to it evidencing the existence of all 
insurance required to be maintained by the Borrower by this Agreement and the 
other Loan Documents with respect to the Hydrocarbon Interests and related Oil 
and Gas Properties being added to the Borrowing Base.

     SECTION VI.2.5.  Engineering Reports.  The Lender shall have received an 
Engineering Report, dated as of a recent date from a petroleum engineer 
reasonably acceptable to the Lender, as to the Hydrocarbon Interests being added
to the Borrowing Base; provided that, as to the Acquisitions of the Cody 
Properties, the Chevron South Coles Levee Property and the Raccoon Bend 
Property, such Engineering Reports shall be delivered to Lender not less than 
thirty (30) days before the date of closing of such Acquisition.

     SECTION VI.2.6.  Material Contracts and Related Consents; Security 
Agreement.  The Lender shall have received true and correct copies, certified by
the Borrower, and approved the form and substance of, each Material Contract 
related to the Hydrocarbon Interests being added to the Borrowing Base.  In 
addition, the Lender shall have received duly executed counterparts of a 
Security Agreement or, if applicable, amendments to an existing Security 
Agreement which add any such Material Contract to the Collateral (as defined in 
the Security Agreement), a Consent, all Approvals and, as applicable, a Mortgage
Consent, for each such Material Contract, dated as of a recent date.

     SECTION VI.2.7.  Guaranties.  The Lender shall have received duly executed 
counterparts of a Guaranty from any Subsidiary of the Borrower which is adding 
Hydrocarbon Interests to the Borrowing Base, unless such a Guaranty has already 
been delivered to the Lender in connection with a previous addition to the 
Borrowing Base or on the Effective Date.

     SECTION VI.2.8.  Additional Stock or Partnership Pledge. The Lender shall 
have received executed counterparts of the Pledge Agreement, dated not later 
than the date of such Loan, duly executed by the Borrower or the applicable 
Guarantor pledging its interest in the capital stock or partnership interest, as
the case may be, of any Subsidiary which is adding Hydrocarbon Interests to the 
Borrowing Base, unless such Pledge Agreement has already been delivered to the 
Lender, accompanied by the original share certificate evidencing such capital 
stock and executed stock powers (in blank) and the evidence of satisfactory 
arrangement for the completion of all filings and recordings of the Pledge 
Agreement as may be necessary or, in the reasonable opinion of the Lender, 
desirable, effectively to create a valid, perfected first priority lien against 
and security interest in the collateral covered thereby.

     SECTION VI.2.9.  Other Documents.  The Lender shall have received such 
other documents as it may reasonably request.

     SECTION VI.3.  Loan in Connection with the Bargo-Future Transaction.  The 
obligation of the Lender to make any Loan to finance the Bargo-Future 
Transaction shall be subject to the satisfaction of each of the conditions 
precedent set forth in this Section 6.3, each of which conditions and documents 
shall be satisfactory to the Lender in form and substance:

     SECTION VI.3.1.  Bargo-Future Agreement.  The Lender shall have received 
a certificate signed by an Authorized Officer of the Borrower, dated as of the 
date hereof, stating that: (1) the conditions precedent to the Bargo-Future 
Transaction have been satisfied without waiver or forbearance; (ii) the 
representations and warranties of the Borrower set forth in the Bargo-Future 
Transaction are true and correct as of the Effective Date; (iii) each other 
party to the Bargo-Future Transaction has certified to the Borrower that its 
representations and warranties set forth in the Bargo-Future Agreement are true 
and correct in all material respects; (iv) the Bargo-Future Agreement has not 
been amended in any material respect; (v) attached thereto are true and complete
copies of the definitive Bargo-Future Agreement; and (vi) the Bargo-Future 
Transaction shall be consummated substantially contemporaneously therewith.  The
final form of the Bargo-Future Agreement shall be substantially in the form of 
the December 9, 1998, draft thereof previously furnished to the Lender, with 
only such changes as shall be acceptable to the Lender.

     SECTION VI.3.2.  Security Documents.  The Lender shall have received 
executed counterparts of 


          (i) the Pledge Agreement, dated not later than the date of such
     Loan, duly executed by each of BEC and TJG, and amendments to the Pledge 
     Agreement previously delivered by Bargo under the Existing Agreement, in 
     each case pledging its interest in the capital stock of the Borrower, 
     accompanied by the original share certificate evidencing such capital 
     stock and executed stock powers (in blank) and the evidence of 
     satisfactory arrangement for the completion of all filings and recordings 
     of the Pledge Agreement as may be necessary or, in the reasonable opinion 
     of the Lender, desirable, effectively to create a valid, perfected first 
     priority lien against and security interest in the collateral covered 
     thereby, and 

          (ii) the Security Agreement, dated not later than the date of such 
     Loan, duly executed by the Borrower and each Subsidiary of the Borrower 
     that receives assets in connection with the Bargo-Future Transaction 
     together with

               (a)     executed copies of Uniform Commercial Code financing 
          statements (Form UCC-1), in proper form for filing, naming the 
          Borrower (or its Subsidiary, as applicable) as the debtor and the 
          Lender as the secured party, or other similar instruments or 
          documents, filed under the Uniform Commercial Code of all 
          jurisdictions as may be necessary or, in the opinion of the Lender, 
          desirable to perfect the security interest of the Lender pursuant to 
          such Security Agreement; and

               (b)     executed copies of proper Uniform Commercial Code Form 
          UCC-3 termination statements, if any, necessary to release all Liens 
          and other rights of any Person in any collateral described in such 
          Security Agreement previously granted by any Person together with 
          such other Uniform Commercial Code Form UCC-3 termination statements 
          as the Lender may reasonably request from the Borrower.

     SECTION VI.3.3.  Consents, Mortgage Consent and Approvals.  The Lender 
shall have received true and correct copies, certified by the Borrower, of all 
Consents, Approvals and Mortgage Consents pertaining to the Bargo-Future 
Transaction.

     SECTION VI.3.4.  Opinion of Counsel.  The Lender shall have received an 
opinion of counsel to BEC and TJG pertaining to the Pledge Agreements executed 
by each of them.

     SECTION VI.3.5.  Pro Forma Financials.  The Lender shall have received pro 
forma financial statements of the Borrower and its consolidated Subsidiaries, 
after giving effect to the Bargo-Future Transaction and shall have received 
evidence of the cancellation of all subordinated Indebtedness of the Borrower 
previously held by BEC and TJG.

     SECTION VI.3.6.  Other Documents.  The Lender shall have received such 
other documents as it may reasonably request.

     SECTION VI.4.  Raccoon Bend Deposit Loan.   The obligation of the Lender 
to make any Loan to finance an earnest money deposit in connection with the 
proposed Acquisition of the Raccoon Bend Property shall be subject to the 
satisfaction of each of the conditions precedent set forth in this Section 6.4, 
each of which conditions and documents shall be satisfactory to the Lender in 
form and substance:

     SECTION VI.4.1.  Acquisition Agreement.  The Lender shall have received a 
certified copy of the Acquisition Agreement pertaining to the Raccoon Bend 
Property, or if such Acquisition Agreement has not yet been executed, a deposit 
agreement pursuant to which such earnest money deposit shall be repaid to the 
Borrower in the event that such Acquisition Agreement is not executed by both 
Exxon Corporation and the Borrower or one of its Subsidiaries.

     SECTION VI.4.2.  Other Documents.  The Lender shall have received such 
other documents as it may reasonably request.

     SECTION VI.5.  EnCap Pay-off Loan.  The obligation of the Lender to make 
any Loan to finance repayment of the subordinated Indebtedness of the Borrower 
to  EnCap Equity 1994 Limited Partnership and Energy Capital Investment Company 
PLC shall be subject to the satisfaction of each of the conditions precedent set
forth in this Section 6.5, each of which conditions and documents shall be 
satisfactory to the Lender in form and substance:

     SECTION VI.5.1.  Documentation. The Lender shall have received evidence of 
the cancellation or repayment in full of all subordinated Indebtedness of the 
Borrower held by EnCap Equity 1994 Limited Partnership and Energy Capital 
Investment Company.

     SECTION VI.5.2.  Completion of Acquisitions. The Lender shall have 
received evidence that the Acquisitions of the Cody Properties and the Chevron 
South Coles Levee Property have been completed.

     SECTION VI.5.3.  Other Documents.  The Lender shall have received such 
other documents as it may reasonably request.

     SECTION VI.6.  All Credit Extensions.  The obligation of the Lender to 
make any Credit Extension shall be subject to the satisfaction of each of the 
conditions precedent set forth in this Section 6.6.

     SECTION VI.6.1.  Compliance with Warranties, No Default, etc.  Both before 
and after giving effect to any Credit Extension (but, if any Default of the 
nature referred to in Section 9.1.5 shall have occurred with respect to any 
other Indebtedness, without giving effect to the application, directly or 
indirectly, of the proceeds of any Borrowing) the following statements shall be 
true and correct 

          (a)     the representations and warranties set forth in Article VII 
     (excluding, however, those contained in Section 7.9) shall be true and 
     correct with the same effect as if then made (unless stated to relate 
     solely to an earlier date, in which case such representations and 
     warranties shall be true and correct in all material respects as of such 
     earlier date);

          (b)     except as disclosed by the Borrower to the Lender pursuant 
     to Section 7.9

               (i)     no labor controversy, litigation, arbitration or 
          governmental investigation or proceeding shall be pending or, to the 
          knowledge of the Borrower, threatened against the Borrower or any of 
          its Subsidiaries which has or might reasonably be expected to have 
          a Material Adverse Effect; and

               (ii)     no development shall have occurred in any labor 
          controversy, litigation, arbitration or governmental investigation 
          or proceeding disclosed pursuant to Section 7.9 which has or might 
          reasonably be expected to have a Material Adverse Effect; and

          (c)     no Default shall have then occurred and be continuing, and 
     neither the Borrower nor any other Obligor are in material violation of 
     any Applicable Law or court order or decree if such violation has or might 
     reasonably be expected to have a Material Adverse Effect.

     SECTION VI.6.2.  Credit Request.  The Lender shall have received a 
Borrowing Request or Issuance Request, as the case may be, for such Credit 
Extension.  Each of the delivery of a Borrowing Request or an Issuance Request 
and the acceptance by the Borrower of the proceeds of the Borrowing or the 
issuance of the Letter of Credit as applicable, shall constitute a 
representation and warranty by the Borrower that on the date of such Borrowing 
(both immediately before and after giving effect to such Borrowing and the 
application of the proceeds thereof) or the issuance of the Letter of Credit, as
applicable, the statements made in Section 6.6.1 are true and correct.

     SECTION VI.6.3.  Satisfactory Legal Form.  All documents executed or 
submitted pursuant hereto by or on behalf of the Borrower or any of its 
Subsidiaries shall be reasonably satisfactory in form and substance to the 
Lender and its counsel; the Lender and its counsel shall have received all 
information, approvals, opinions, documents or instruments as the Lender or its 
counsel may reasonably request.


                         ARTICLE VII

                    REPRESENTATIONS AND WARRANTIES

     In order to induce the Lender to enter into this Agreement and to make 
Loans and to issue Letters of Credit hereunder, the Borrower represents and 
warrants unto the Lender as set forth in this Article VII.

     SECTION VII.1.  Organization, etc.  The Borrower is a Utah corporation and 
each of the Subsidiaries is a corporation or limited partnership, validly 
organized and existing and in good standing under the laws of the jurisdiction 
of its organization, is duly qualified to do business and is in good standing as
a foreign limited partnership or corporation, as the case may be, in each 
jurisdiction where the nature of its business requires such qualification, where
the failure so to qualify would have a Material Adverse Effect, and has full 
power and authority and holds all requisite governmental licenses, permits and 
other approvals to enter into and perform its Obligations under this Agreement, 
the Notes and each other Loan Document to which it is a party and to own and 
hold under lease its Property and to conduct its business substantially as 
currently conducted by it, in each case where the failure so to do would have a 
Material Adverse Effect.  As of the Effective Date, the Principal Shareholders 
are the owners of 83% of the issued and outstanding shares of the Borrower.  The
Borrower is the sole shareholder of Future California and of each Partner.  The 
Partners are the sole partners of the Partnership Subsidiaries.  As of the 
Effective Date, the Borrower has no Subsidiaries other than as listed in 
Schedule II.

     SECTION VII.2.  Due Authorization, Non-Contravention, etc.  The execution, 
delivery and performance by the Borrower and each other Obligor of this 
Agreement, the Notes and each other Loan Document executed or to be executed by 
it are within the Borrower's and each such Obligor's partnership (or corporate 
or other, as the case may be) powers, have been duly authorized by all necessary
partnership (or corporate or other, as the case may be) action, and do not 

          (a)     contravene the Borrower's or such Obligor's Organic 
     Documents; 

          (b)     contravene or result in any violation of or default under 
     any Applicable Law or any material contractual restriction, court decree 
     or order, in each case binding on or affecting the Borrower or any other 
     Obligor or any Properties, businesses, assets or revenues of the Borrower;

          (c)     result in, or require the creation or imposition of, any 
     Lien on (except for the Liens of the Loan Documents) any of the Borrower's 
     or any other Obligor's Properties, businesses, assets or revenues.

     SECTION VII.3.  Government Approval, Regulation, etc.  No authorization or 
approval or other action by, and no notice to or filing with, any Government 
Agency or other Person is required for the due execution, delivery or 
performance by the Borrower or any other Obligor of this Agreement, the Notes or
any other Loan Document to which it is a party. 

     SECTION VII.4.  Investment Company Act.  Neither the Borrower, its 
Subsidiaries nor any Affiliate thereof, is an "investment company" within the 
meaning of the Investment Company Act of 1940, as amended.

     SECTION VII.5.  Public Utility Holding Company Act.  Neither the Borrower 
nor any of its Subsidiaries is a "holding company" or a "subsidiary company" of 
a "holding company", or an "affiliate" of a "holding company" or of a 
"subsidiary company" of a "holding company", within the meaning of the Public 
Utility Holding Company Act of 1935, as amended.

     SECTION VII.6.  Validity, etc.  This Agreement constitutes, and the Notes 
and each other Loan Document executed by the Borrower or any of its Subsidiaries
will, on the due execution and delivery thereof, constitute, the legal, valid 
and binding obligations of the Borrower and such Subsidiaries, as applicable, 
enforceable in accordance with their respective terms, and each Loan Document 
executed pursuant hereto by each other Obligor will, on the due execution and 
delivery thereof by such Obligor, be the legal, valid and binding obligation of 
such Obligor enforceable in accordance with its terms, in each case subject to 
the effect of any applicable bankruptcy, insolvency, reorganization, moratorium 
or similar laws affecting creditors' rights generally.

     SECTION VII.7.  Financial Information.  The audited consolidated balance 
sheets of the Borrower and each of its consolidated Subsidiaries as at 
December 31, 1997 and the related consolidated unaudited statements of 
operations and cash flow of the Borrower and each of its Subsidiaries, copies of
which have been furnished to the Lender, have been prepared in accordance with 
GAAP consistently applied, and present fairly the consolidated financial 
condition of the partnerships and corporations covered thereby as at the date 
thereof and the results of their unaudited operations for the period then ended,
and show all material Indebtedness of the Borrower and its consolidated 
Subsidiaries, as of the date thereof, including liabilities for taxes, material 
commitments and Contingent Liabilities.

     SECTION VII.8.  No Material Adverse Change.  Since the date of the audited 
financial statements described in Section 7.7, there has been no change in the 
financial condition, operations, assets, business, Properties or prospects of 
the Borrower or its Subsidiaries that has or might reasonably be expected to 
have a Material Adverse Effect.

     SECTION VII.9.  Litigation, Labor Controversies, etc.  There is no pending 
or, to the knowledge of the Borrower, threatened litigation, action, proceeding,
or labor controversy affecting the Borrower or any of its Subsidiaries, or any 
of their respective Properties, businesses, assets or revenues, which has or 
might reasonably be expected to have a Material Adverse Effect, except as 
disclosed in Item 7.9 ("Litigation") of the Disclosure Schedule.

     SECTION VII.10.  Ownership of Properties.  Each of the Borrower and each 
of its Subsidiaries has good and merchantable title to its Properties 
(including, without limitation, all Hydrocarbon Interests), free and clear of 
all Liens except (a) those referred to in the financial statements referred to 
in Section 7.7, (b) as disclosed to the Lender in the Disclosure Schedule or (c)
as permitted by Section 8.2.3.  After giving full effect to all Liens permitted 
under Section 8.2.3, the Borrower and its Subsidiaries own the net interests in 
Hydrocarbons produced from the Oil and Gas Properties as reflected in the most 
recent Engineering Report, and neither the Borrower nor any of its Subsidiaries 
is obligated to bear costs or expenses in respect of the Oil and Gas Properties 
in excess of its working interest percentage as reflected in the most recent 
Engineering Report.

     SECTION VII.11.  Taxes.  Each of the Borrower and its Subsidiaries has 
filed all Federal and other tax returns and reports required by Applicable Law 
to have been filed by it and has paid all taxes and other governmental charges 
thereby shown to be owing, except any such taxes or charges which are being 
diligently contested in good faith by appropriate proceedings and for which 
adequate reserves in accordance with GAAP shall have been set aside on its 
books.

     SECTION VII.12.  Pension and Welfare Plans.  During the twelve-
consecutive-month period prior to the Effective Date and prior to the date of 
any borrowing hereunder, no steps have been taken to terminate any Pension Plan,
and no contribution failure has occurred with respect to any Pension Plan 
sufficient to give rise to a Lien under section 302(f) of ERISA.  No condition 
exists or event or transaction has occurred with respect to any Pension Plan 
which might result in the incurrence by the Borrower or any member of the 
Controlled Group of any material liability, fine or penalty.  Except as 
disclosed in Item 7.12 ("Employee Benefit Plans") of the Disclosure Schedule or 
as otherwise reflected in the Financial Statements of the Borrower and its 
consolidated Subsidiaries, neither the Borrower nor any member of the Controlled
Group has any contingent liability with respect to any post-retirement benefit 
under a Welfare Plan, other than liability for continuation coverage described 
in Part 6 of Title I of ERISA.

     SECTION VII.13.  Compliance with Law.  Neither the Borrower nor any of its 
Subsidiaries (a) is in violation of any Applicable Law of, or the terms of any 
Approval issued by, any Government Agency; or (b) has failed to obtain any 
Approval necessary to ownership of any of its properties or the conduct of its 
business (including without limitation any such authorization from the Federal 
Energy Regulatory Commission or any state conservation commission or similar 
body); which violation or failure could reasonably be expected to have a 
Material Adverse Effect.

     SECTION VII.14.  Claims and Liabilities.  Except as disclosed to the 
Lender in Item 7.14 ("Claims and Liabilities") of the Disclosure Schedule, 
neither the Borrower nor any of its Subsidiaries has accrued any liabilities 
under gas purchase contracts for gas not taken, but for which it is liable to 
pay if not made up and which, if not paid, would have a Material Adverse Effect.
Except as disclosed to the Lender in Item 7.14 of the Disclosure Schedule, no 
claims exist against the Borrower or any of its Subsidiaries for gas imbalances 
which claims if adversely determined would have a Material Adverse Effect.  No 
purchaser of product supplied by the Borrower or any of its Subsidiaries has any
claim against the Borrower or any of its Subsidiaries for product paid for, but 
for which delivery was not taken as and when paid for, which claim if adversely 
determined would have a Material Adverse Effect. 

     SECTION VII.15.  No Prohibition on Perfection of Security Documents.  None 
of the terms or provisions of any indenture, mortgage, deed of trust, agreement 
or other instrument to which the Borrower or any of its Subsidiaries is a party 
or by which the Borrower or any of its Subsidiaries or the property of the 
Borrower or any of its Subsidiaries is bound prohibit the filing or recordation 
of any of the Loan Documents or any other action which is necessary or 
appropriate in connection with the perfection of the Liens evidenced and created
by any of the Loan Documents.

     SECTION VII.16.  Solvency.  Neither the Borrower nor any of its 
Subsidiaries is "insolvent", as such term is used and defined in the United 
States Bankruptcy Code, 11 U.S.C.   101, et seq.

     SECTION VII.17.  Environmental Warranties.  As a reasonable and prudent 
operator of oil and gas producing properties, in the ordinary course of its 
business, the Borrower has conducted, with respect to the Acquired Properties 
and its existing Oil and Gas Properties, and, on an ongoing basis, conducts a 
review of the effect of Environmental Laws on business, operations and 
Properties of the Borrower and its Subsidiaries, in the course of which it 
identifies and evaluates associated liabilities and costs (including any capital
or operating expenditures required for Remedial Action or other clean-up or 
closure of Properties presently owned or operated, any capital or operating 
expenditures required for Remedial Action or otherwise to achieve or maintain 
compliance with environmental protection standards imposed by any Environmental 
Law or as a condition of any Approval, license, permit or contract, any related 
constraints on operating activities, including any periodic or permanent 
shutdown of any facility or reduction in the level of or change in the nature of
operations conducted thereat and any actual or potential liabilities to third 
parties, including employees, and any related costs and expenses).  On the basis
of this review, the Borrower has reasonably concluded that, except as disclosed 
in Item 7.17 ("Environmental Matters") of the Disclosure Schedule, to the best 
of its knowledge after due inquiry:

          (a)     all facilities and Property (including underlying 
     groundwater) owned, leased or operated by the Borrower or any of its 
     Subsidiaries have been, and continue to be, owned, leased or operated by 
     the Borrower or any of its Subsidiaries in compliance with all 
     Environmental Laws where the failure to do so could reasonably be expected 
     to have a Material Adverse Effect;

          (b)     there have been no past, and there are no pending or 
     threatened

               (i)     claims, complaints, notices or inquiries to, or 
          requests for information received by, the Borrower or any of its 
          Subsidiaries with respect to any alleged violation of any 
          Environmental Law, that, singly or in the aggregate, have or may 
          reasonably be expected to have a Material Adverse Effect, or
          
               (ii)     claims, complaints, notices or inquiries to, or 
          requests for information received by, the Borrower or any of its 
          Subsidiaries regarding potential liability under any Environmental 
          Law or under any common law theories relating to operations or the 
          condition of any facilities or Property (including underlying 
          groundwater) owned, leased or operated by the Borrower or any of its 
          Subsidiaries that, singly or in the aggregate, have, or may 
          reasonably be expected to have a Material Adverse Effect;
     
          (c)     there have been no Releases of Hazardous Materials at, on or 
     under any Property now or previously owned or leased by the Borrower or 
     any of its Subsidiaries that, singly or in the aggregate, have, or may 
     reasonably be expected to have, a Material Adverse Effect;

          (d)     each of the Borrower or any of its Subsidiaries, as 
     applicable, has been issued and is in compliance with all permits, 
     certificates, approvals, licenses and other authorizations relating to 
     environmental matters and necessary or desirable for its business where 
     the failure to do so could reasonably be expected to have a Material 
     Adverse Effect;

          (e)     no Property now or previously owned, leased or operated by 
     the Borrower or any of its Subsidiaries is listed or proposed for listing 
     on the National Priorities List pursuant to CERCLA, or, to the extent that 
     such listing may, singly or in the aggregate, have, or may reasonably be 
     expected to have a Material Adverse Effect, on the CERCLIS or on any other 
     similar federal or state list of sites requiring investigation or clean-
     up;

          (f)     there are no underground storage tanks, active or abandoned, 
     including petroleum storage tanks, on or under any Property now or 
     previously owned, leased or operated by the Borrower or any of its 
     Subsidiaries that, singly or in the aggregate, have, or may reasonably be 
     expected to have, a Material Adverse Effect;
     
          (g)     neither the Borrower nor any Subsidiaries of the Borrower 
     has directly transported or directly arranged for the transportation of 
     any Hazardous Material to any location which is listed or proposed for 
     listing on the National Priorities List pursuant to CERCLA, or, to the 
     extent that such listing may, singly or in the aggregate, have, or may 
     reasonably be expected to have a Material Adverse Effect, on the CERCLIS 
     or on any similar federal or state list or which is the subject of 
     federal, state or local enforcement actions or other investigations which 
     may lead to material claims against the Borrower or any of its 
     Subsidiaries for any remedial work, damage to natural resources or 
     personal injury, including claims under CERCLA;
     
          (h)     there are no polychlorinated biphenyls, radioactive 
     materials or friable asbestos present at any Property now or previously 
     owned or leased by the Borrower or any of its Subsidiaries that, singly or 
     in the aggregate, have, or may reasonably be expected to have, a Material 
     Adverse Effect; and

          (i)     no condition exists at, on or under any property now or 
     previously owned or leased by the Borrower or any of its Subsidiaries 
     which, with the passage of time, or the giving of notice or both, would 
     give rise to material liability under any Environmental Law that, singly 
     or in the aggregate have, or may reasonably be expected to have a Material 
     Adverse Effect.


     SECTION VII.18.  Regulations G, U and X.  Neither the Borrower nor any of 
its Subsidiaries is engaged in the business of extending credit for the purpose 
of purchasing or carrying margin stock, and no proceeds of any Loans will be 
used for a purpose which violates, or would be inconsistent with, F.R.S. Board 
Regulation G, U or X.  Terms for which meanings are provided in F.R.S. Board 
Regulation G, U or X or any regulations substituted therefor, as from time to 
time in effect, are used in this Section with such meanings.

     SECTION VII.19.  Year 2000 Compliance.

     (a)     The Borrower is: (i) developing a review and assessment 
program of all areas with its and each of its Subsidiaries' businesses and 
operations (including those affected by suppliers and vendors) that could be 
adversely affected by the "Year 2000 Problem" (that is, the risk that computer 
applications (as well as imbedded microchips) used by the Borrower or any of its
Subsidiaries (or any of their suppliers and vendors) may be unable to recognize 
and perform properly date-sensitive functions involving certain dates prior to 
and any date after December 31, 1999); (ii)  developing a plan and a timetable 
for addressing the Year 2000 Problem on a timely basis; and (iii) to date, 
implementing that plan in accordance with that timetable.

     (b)     The Borrower reasonably believes that all computer 
applications (including those of their suppliers and vendors) that are material 
to its or its Subsidiaries' businesses and operations will, on a timely basis, 
be able to perform properly date-sensitive functions for all dates before and 
after January 1, 2000, (that is, be "Year 2000 Compliant"), except to the extent
that a failure to do so could not reasonably be expected to have a Material 
Adverse Effect."

      SECTION VII.20.  Insurance.  The Borrower and its Subsidiaries have the 
benefit of the insurance coverage described in the certificates of insurance 
delivered pursuant to Section 6.1.10 and required to be maintained pursuant to 
Section 8.1.4.

     SECTION VII.21.  Accuracy of Information.  All factual information 
heretofore or contemporaneously furnished by or on behalf of the Borrower or any
of its Subsidiaries in writing to the Lender for purposes of or in connection 
with this Agreement or any transaction contemplated hereby (including without 
limitation each Engineering Report) is, and all other such factual information 
hereafter furnished by or on behalf of the Borrower or any of its Subsidiaries 
to the Lender will be, true and accurate in every material respect on the date 
as of which such information is dated or certified and as of the date of 
execution and delivery of this Agreement by the Lender, and such information is 
not, or shall not be, as the case may be, incomplete by omitting to state any 
material fact necessary to make such information not misleading.  



                              ARTICLE VIII

                               COVENANTS

     SECTION VIII.1.  Affirmative Covenants.  The Borrower agrees with the 
Lender that, until all Commitments have terminated and all Obligations have been
paid and performed in full, the Borrower and each of its Subsidiaries will 
perform the obligations set forth in this Section 8.1.

     SECTION VIII.1.1.  Financial Information, Reports, Notices, etc.  
The Borrower will furnish, or will cause to be furnished, to the Lender copies 
of the following financial statements, reports, notices and information:

          (a)     as soon as available and in any event within 45 days after 
     the end of each of the first three Fiscal Quarters of each Fiscal Year of 
     the Borrower, consolidated and consolidating balance sheets of the 
     Borrower and its consolidated Subsidiaries as of the end of such Fiscal 
     Quarter and consolidated and consolidating statements of operations and 
     cash flow of the Borrower and its consolidated Subsidiaries for such 
     Fiscal Quarter and for the period commencing at the end of the previous 
     Fiscal Year and ending with the end of such Fiscal Quarter, certified by 
     the chief financial Authorized Officer of the Borrower;

          (b)     as soon as available and in any event within 90 days after 
     the end of each Fiscal Year of the Borrower, a copy of the annual audit 
     report for such Fiscal Year for the Borrower and its consolidated 
     Subsidiaries, including therein the audited consolidated and consolidating 
     balance sheets of the Borrower and its consolidated Subsidiaries as of the 
     end of such Fiscal Year and audited statements of operations and cash flow 
     of the Borrower and its consolidated Subsidiaries for such Fiscal Year, in 
     the case of such audited financials, each case certified (without any 
     Impermissible Qualification) in a manner reasonably acceptable to the 
     Lender by an independent public accountant acceptable to the Lender, 
     together with a certificate from the Chief Financial Officer of the 
     Borrower from such accountants containing a computation of, and showing 
     compliance with, each of the financial ratios and restrictions contained 
     in Section 8.2.4 and to the effect that, in making the examination 
     necessary for the signing of such annual report by such accountants, they 
     have not become aware of any Default that has occurred and is continuing, 
     or, if they have become aware of such Default, describing such Default and 
     the steps, if any, being taken to cure it;

          (c)     concurrently with the delivery of the financial statements 
     referred to in clauses (a) and (b), a certificate, executed by the 
     Authorized Officer of the Borrower, showing (in reasonable detail and with 
     appropriate calculations and computations in all respects reasonably 
     satisfactory to the Lender compliance with the financial covenants set 
     forth in Section 8.2.4 and also certifying, to such Authorized Officer's 
     best knowledge, that no Default has occurred and is then outstanding;
     
          (d)     on or prior to December 31st of each calendar year, a budget 
     for the Borrower for the following calendar year, in form, scope and 
     detail reasonably satisfactory to the Lender;
     
          (e)     as soon as possible and in any event within five (5) 
     Business Days after any responsible officer of the Borrower becomes aware 
     of the occurrence of each Default and any event which has or is reasonably 
     likely to have a Material Adverse Effect, a statement of an Authorized 
     Officer of the Borrower setting forth details of such Default or event and 
     the action which the Borrower has taken and proposes to take with respect 
     thereto;

          (f)     as soon as possible and in any event within five (5) 
     Business Days after any responsible officer of the Borrower becomes aware 
     of (x) the occurrence of any adverse development with respect to any 
     litigation, action, proceeding or labor controversy described in 
     Section 7.9 or (y) the commencement of any litigation, action, proceeding 
     or labor controversy of the type described in Section 7.9, notice thereof 
     and, to the extent reasonably requested by the Lender, copies of all 
     documentation relating thereto not subject to the attorney-client 
     privilege;

          (g)     as soon as possible and in any event within ten (10) days 
     after any responsible officer of the Borrower or any of its Subsidiaries 
     has actual knowledge thereof, notice of 

               (i)     any claim by any Person against the Borrower or any of 
          its Subsidiaries of nonpayment of, or 

               (ii)     any attempt by any Person to collect upon or enforce 

any accounts payable of the Borrower or any of its Subsidiaries, in the 
case of any single account payable in excess of $50,000, or in the case of 
all accounts payable in the aggregate in excess of $100,000;


          (h)     upon, but in no event later than ten (10) days after, any 
     responsible officer of the Borrower or any of its Subsidiaries becomes 
     aware of (i) any and all enforcement, cleanup, removal or other 
     governmental or regulatory actions instituted, completed or threatened or 
     other environmental claims against the Borrower or any Subsidiary or any 
     of its Properties pursuant to any applicable Environmental Laws which 
     could have a Material Adverse Effect, and (ii) any environmental or 
     similar condition on any real property adjoining or in the vicinity of the 
     property of the Borrower or any Subsidiary that could reasonably be 
     anticipated to cause such property or any part thereof to be subject to 
     any restrictions on the ownership, occupancy, transferability or use of 
     such property under any Environmental Laws;
     
          (i)     as soon as available and in any event within sixty (60) days 
     after January 1, 1999 and January 1st of each calendar year, an 
     Engineering Report from an independent petroleum engineering firm 
     acceptable to the Lender in its reasonable judgment, and as soon as 
     available and in any event within sixty (60) days after July lst of each 
     calendar year commencing in 1999, an Engineering Report from the 
     Borrower's internal reserve engineers, unless the Lender, at least sixty 
     (60) days before the required delivery date of such Engineering Report, 
     has requested that it be prepared by an independent petroleum engineering 
     firm reasonably acceptable to the Lender;
     
          (j)     promptly after (i) the sending or filing thereof, copies of 
     all reports which the Borrower sends to any of its security holders, 
     (ii) the sending or filing thereof, all material reports and registration 
     statements which the Borrower or any of its Subsidiaries files with the 
     Securities and Exchange Commission or any national securities exchange, 
     (iii) the filing thereof, copies of all tariff and rate cases and other 
     material reports filed with any regulatory authority (other than routine 
     operating reports), and (iv) receipt thereof, copies of all notices 
     received from any regulatory authority concerning material noncompliance 
     by the Borrower or any of its Subsidiaries with any applicable 
     regulations;

          (k)     immediately upon becoming aware of the institution of any 
     steps by the Borrower or any other Person to terminate any Pension Plan, 
     or the failure to make a required contribution to any Pension Plan if such 
     failure is sufficient to give rise to a Lien under section 302(f) of 
     ERISA, or the taking of any action with respect to a Pension Plan which 
     could result in the requirement that the Borrower furnish a bond or other 
     security to the PBGC or such Pension Plan, or the occurrence of any event 
     with respect to any Pension Plan which could result in the incurrence by 
     the Borrower of any material liability, fine or penalty, or any material 
     increase in the contingent liability of the Borrower with respect to any 
     post-retirement Welfare Plan benefit, notice thereof and copies of all 
     documentation relating thereto;
     
          (l)     promptly after the Borrower discovers or determines that any 
     computer application (including those of its suppliers or vendors) that is 
     material to the businesses or operations of the Borrower and its 
     Subsidiaries taken as a whole will not be Year 2000 Compliant on a timely 
     basis, notice thereof and a copy of the Borrower's plan for dealing with 
     such problem except to the extent such failure could not reasonably be 
     expected to have a Material Adverse Effect; and
     
          (m)     such other information respecting the condition or 
     operations, financial or otherwise, of the Borrower or any of its 
     Subsidiaries as the Lender may from time to time reasonably request 
     including operational and accounting information with respect to the 
     Mortgaged Properties including production volumes, revenues, operating 
     costs, drilling and completion reports and well test data.
     
     SECTION VIII.1.2.  Compliance with Laws, etc.  The Borrower will, and will 
cause each of its Subsidiaries to, comply with all Applicable Laws, except where
failure to so comply would not be reasonably expected to have a Material Adverse
Effect, such compliance to include (without limitation):

          (a)     the maintenance and preservation of its limited partnership 
     or corporate existence, as the case may be, and qualification as a foreign 
     limited partnership or corporation, as the case may be; provided that 
     nothing in this Section shall prohibit:  (i) mergers permitted under 
     Section 8.2.8 or (ii) the termination of the existence of a Subsidiary 
     (other than a Material Subsidiary) if the Borrower in good faith 
     determines that such termination is in the best interest of the Borrower; 
     and

          (b)     the payment, before the same become delinquent, of all 
     taxes, assessments and governmental charges imposed upon it or upon its 
     property except to the extent being diligently contested in good faith by 
     appropriate proceedings and for which adequate reserves in accordance with 
     GAAP shall have been set aside on its books.
     
     SECTION VIII.1.3.  Maintenance and Development of Properties.


          (a)     The Borrower will, and will cause each of its Subsidiaries 
     to, maintain (subject to any disposition permitted by Section 8.2.9), 
     preserve, protect and keep its Properties in good repair, working order 
     and condition (ordinary wear and tear excepted), and make necessary and 
     proper repairs, renewals and replacements so that its business carried on 
     in connection therewith may be properly conducted at all times in 
     accordance with standard industry practices.  In particular, the Borrower 
     will, and will cause each of its Subsidiaries to, operate or cause to be 
     operated its Oil and Gas Properties as a reasonable and prudent operator. 
      
          (b)     The Borrower shall use all reasonable efforts to develop and 
     bring into production in a prudent and businesslike manner all proved 
     developed non-producing reserves that the Lender has considered in its 
     determination of the Borrowing Base.
     
          (c)     The Borrower shall ensure that at all times it has available 
     to it, either through its employees or through independent contractors, 
     petroleum engineers with appropriate experience and expertise in the 
     proper operation and development of properties similar to the Mortgaged 
     Properties.

          (d)     So long as any Tranche B Loan is unpaid, promptly after the 
     drilling and completion of each well drilled on the Oil and Gas Properties 
     that have been considered by the Lender in the determination or 
     redetermination of the Borrowing Base or the Collateral Value, the 
     Borrower shall promptly request assignments of any interests earned by 
     virtue of such drilling and, within fifteen (15) days after the earlier to 
     occur of the receipt of such assignments or sixty (60) days after first 
     production from such well, shall deliver to the Lender:

          (i)     true and correct copies of any such assignments of record 
     title of the applicable Oil & Gas Properties into the Borrower or 
     its Subsidiary, as applicable,
     
          (ii)     true and correct copies of all required Consents, Mortgage 
     Consents and Approvals (including, if applicable, copies of 
     applications to the Mineral Board of the State of Louisiana for the 
     relevant Approvals) applicable to such assignments, 

          (iii)     original, executed and acknowledged counterparts of a 
     Mortgage or supplemental Mortgage and related amendments to 
     financing statements and

          (iv)     a favorable mortgagee's title opinion showing that the 
     Borrower or its Subsidiary, as applicable, is vested with good and 
     marketable title to interests in the applicable Mortgaged Property 
     consistent with the working interests and net revenue interest for 
     such property shown in the most recent Engineering Report and 
     showing that the interests created by such supplemental Mortgage 
     constitute valid first Liens thereon, free and clear of all defects 
     and encumbrances other than as approved by the Lender, 
     
in each case, in form and substance satisfactory to the Lender.

     SECTION VIII.1.4.  Insurance.  The Borrower will, and will cause each of 
its Subsidiaries to, maintain or cause to be maintained with responsible 
insurance companies insurance with respect to its properties and business 
against such casualties and contingencies and of such types and in such amounts 
as is customary in the case of similar businesses (including, where appropriate,
well control, operator's extra expense and remediation insurance) and will 
furnish to the Lender at reasonable intervals at the request of the Lender a 
certificate of an Authorized Officer of the General Partner setting forth the 
nature and extent of all insurance maintained by the Borrower and its 
Subsidiaries in accordance with this Section 8.1.4.  The following shall apply 
to the insurance required by this Section 8.1.4:

          (a)     Each policy for property insurance covering the Mortgaged 
     Property shall show the Lender as loss payee;
     
          (b)     Each policy for liability insurance covering the Mortgaged 
     Property shall show the Lender as additional insured;

          (c)     Each insurance policy covering the Mortgaged Property shall 
     provide that at least thirty (30) days prior written notice of 
     cancellation, reduction in amount or other change in coverage, or of lapse 
     shall be given to the Lender by the insurer; and

          (d)     The Borrower shall, if so requested by the Lender, deliver 
     to the Lender the original or a certified copy of each insurance policy 
     covering the Mortgaged Property.

     SECTION VIII.1.5.  Books and Records.  The Borrower will, and will cause 
each of its Subsidiaries to, keep books and records which accurately reflect all
of its material business affairs and transactions and permit the Lender or any 
of its respective representatives, at reasonable times (but in any event, within
three (3) Business Days after notice from the Lender and during all normal 
business hours) and at reasonable intervals, to visit all of its offices, to 
discuss its financial matters with its officers, directors and, after forty-
eight (48) hours notice to the Borrower and independent public accountant (and 
the Borrower hereby authorizes such independent public accountant to discuss the
Borrower's and its Subsidiaries' financial matters with the Lender or its 
representatives whether or not any representative of the Borrower is present) 
and to examine (and, at the expense of the Borrower, photocopy extracts from) 
any of its books or other corporate records.  The Borrower shall pay any 
reasonable fees of such independent public accountant incurred in connection 
with the Lender's exercise of its rights pursuant to this Section.  Furthermore,
the Borrower will permit the Lender, or its agents, at the cost and expense of 
the Borrower, to enter upon the Oil and Gas Properties 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 Borrower to inspect 
and examine the Oil and Gas Properties.  

     SECTION VIII.1.6.  Environmental Covenant.  The Borrower will, and will 
cause each of its Subsidiaries to,

          (a)     use, operate and maintain all of its facilities and 
     Properties in compliance with all Environmental Laws, keep all necessary 
     permits, approvals, certificates, licenses and other authorizations 
     relating to environmental matters in effect and remain in compliance 
     therewith, and handle all Hazardous Materials in compliance with all 
     applicable Environmental Laws where failure to do so would reasonably be 
     expected to have a Material Adverse Effect;
     
          (b)     (i) promptly notify the Lender, and if requested by the 
     Lender, and provide copies of all written claims, complaints, notices or 
     inquiries relating to the condition of its facilities and Properties or 
     compliance with Environmental Laws, (ii) use all reasonable efforts within 
     ninety (90) days to have dismissed with prejudice any actions or 
     proceedings relating to compliance with Environmental Laws which would or 
     could in the reasonable opinion of the Lender have a Material Adverse 
     Effect, and (iii) diligently pursue cure of any material underlying 
     environmental problem which forms the basis of any such claim, complaint, 
     notice or inquiry; and

          (c)     provide such information and certifications which the Lender 
     may reasonably request from time to time to evidence compliance with this 
     Section 8.1.6.

     SECTION VIII.1.7.  Further Assurances.

          (a)     The Borrower shall, and shall cause each of its 
     Subsidiaries to, upon the request of the Lender, take such actions 
     and execute and deliver such documents and instruments as the Lender 
     shall require to ensure that the Lender shall, at all times, have 
     received currently effective, duly executed Loan Documents 
     encumbering Oil and Gas Properties of the Borrower and its 
     Subsidiaries constituting 85% of the  Proven Reserves to which value 
     is given in the determination of the then current Borrowing Base and 
     Collateral Value (with accompanying letters in lieu of transfer 
     orders) and satisfactory title evidence in form and substance 
     reasonably acceptable to the Lender in its reasonable business 
     judgment as to ownership of such Oil and Gas Properties; provided 
     that, upon thirty (30) days notice to the Borrower, the Lender may 
     require, and the Borrower and/or its Subsidiaries, as applicable, 
     shall execute, acknowledge and deliver to the Lender, Mortgages 
     effectively encumbering 100% of the Oil and Gas Properties of the 
     Borrower and its Subsidiaries to which value is given in the 
     determination of the then current Borrowing Base.

          (b)     If the Lender shall determine that, as of the date of 
     any Borrowing Base Redetermination, the Borrower or any of its 
     Subsidiaries shall have failed to comply with the preceding 
     subsection 8.1.7(a), the Lender may notify the Borrower in writing 
     of such failure and, within thirty (30) days from and after receipt 
     of such written notice by the Borrower, the Borrower or its 
     Subsidiaries (as applicable) shall execute and deliver to the Lender 
     supplemental or additional Loan Documents, in form and substance 
     reasonably satisfactory to the Lender and its counsel, securing 
     payment of the Notes and the other Obligations and covering 
     additional assets not then encumbered by any Loan Documents 
     (together with current valuations, Engineering Reports, and title 
     evidence applicable to the additional assets collaterally assigned, 
     each of which shall be in form and substance reasonably satisfactory 
     to the Lender) such that the Lender shall have received currently 
     effective duly executed Loan Documents encumbering Oil and Gas 
     Properties constituting at least 85% (or, as provided in Subsection 
     8.1.7(a), 100%) of the Proven Reserves of the Borrower and its 
     Subsidiaries to which value is given in the determination of the 
     then current Borrowing Base (with accompanying letters in lieu of 
     transfer orders) and satisfactory title evidence in form and 
     substance acceptable to the Lender in its reasonable business 
     judgment as to ownership of such Oil and Gas Properties.
     
          (c)     Promptly upon the determination that any Subsidiary 
     has become a Material Subsidiary, the Borrower will cause such 
     Material Subsidiary to execute and deliver to the Lender a Guaranty 
     and a Security Agreement and (if such Material Subsidiary has Oil 
     and Gas Properties included in the Borrowing Base and Collateral 
     Value) a Mortgage, and the Borrower will enter into such amendments 
     to the applicable Pledge Agreement as are necessary to cause the 
     stock of such Material Subsidiary to become subject to such Pledge 
     Agreement.

          (d)     The Borrower shall ensure that all written 
     information, exhibits, certificates and reports furnished by or on 
     behalf of the Borrower to the Lender do not and will not contain any 
     untrue statement of a material fact and do not and will not omit to 
     state any material fact or any fact necessary to make the statements 
     contained therein not misleading in light of the circumstances in 
     which made, and will promptly disclose to the Lender and correct any 
     defect or error that may be discovered therein or in any Loan 
     Document or in the execution, acknowledgment or recordation thereof.
     
     SECTION VIII.1.8.  Additional Equity.  On or before the Stated Maturity 
Date applicable to Tranche B Loans, the Borrower shall deliver to the Lender 
evidence satisfactory to the Lender that the Borrower has obtained irrevocable 
funding commitments for at least $20,000,000 in consideration of the issuance by
the Borrower of common or preferred equity, in form and substance satisfactory 
to the Lender.

     SECTION VIII.1.9.  Elimination of Subordinated Indebtedness.  On or before 
December 31, 1998, the Borrower shall have entered into arrangements in form and
substance satisfactory to the Lender to convert all subordinated Indebtedness of
the Borrower to BEC and TJG into common or preferred equity of the Borrower.

     SECTION VIII.2.  Negative Covenants.  The Borrower agrees with the Lender 
that, until all Commitments have terminated and all Obligations have been paid 
and performed in full, the Borrower will perform the obligations set forth in 
this Section 8.2.

     SECTION VIII.2.1.  Business Activities.  The Borrower will not, and will 
not permit its Subsidiaries to, engage in any business activity, except those 
described in the first recital and such activities as may be incidental or 
related thereto.

     SECTION VIII.2.2.  Indebtedness.  The Borrower will not, and will not 
permit any of its Subsidiaries to, create, incur, assume or suffer to exist or 
otherwise become or be liable in respect of any Indebtedness, other than, 
without duplication, the following:

          (a)     Indebtedness in respect of the Loans and other Obligations; 

          (b)     Indebtedness in an aggregate principal amount not to exceed 
     $150,000 at any time outstanding which is incurred by the Borrower or any 
     of its Subsidiaries to a vendor of any assets to finance its acquisition 
     of such assets;

          (c)     unsecured Indebtedness incurred in the ordinary course of 
     business (including (i) open accounts extended by suppliers on normal 
     trade terms in connection with purchases of goods and services, and (ii) 
     gas balancing, but excluding Indebtedness incurred through the borrowing 
     of money or Contingent Liabilities);
     
          (d)     Hedging Obligations incurred pursuant to the Hedging 
     Agreements approved by the Lender pursuant to Sections 8.2.14;
     
          (e)     Contingent Obligations incurred to satisfy bonding 
     requirements imposed by any Government Agency not to exceed, in the 
     aggregate, $150,000;

          (f)     Indebtedness of its Subsidiaries existing as of the 
     Effective Date which is identified in Item 8.2.2(f) of the Disclosure 
     Schedule;

          (g)     Indebtedness in respect of Capitalized Lease Obligations in 
     an amount not to exceed $150,000 at any time outstanding;

          (h)     Indebtedness owed by the Borrower to any of the Subsidiaries 
     or by any Subsidiary of the Borrower to the Borrower or any Subsidiary;

          (i)     endorsements of negotiable instruments for collection in the 
     ordinary course of business;

          (j)     Indebtedness of the Borrower and its Subsidiaries which are 
     Investments to the extent permitted by Section 8.2.5(b);

          (k)     subordinated Indebtedness of the Borrower to any of the 
     Principal Shareholders which contains terms and conditions, including 
     subordination provisions, acceptable to the Lender;

          (l)     refinancings of any of the foregoing; provided that the 
     principal amount thereof is not increased beyond the amount outstanding on 
     the Effective Date or on the date of incurrence of such Indebtedness in 
     accordance with this Section and the maturity thereof is not extended;
     
          (m)     subordinated Indebtedness of the Borrower to Existing 
     Creditors which contains terms and conditions, including subordination 
     provisions, acceptable to the Lender;

          (n)     additional Indebtedness not permitted by clauses (a) through 
     (l) above, provided, however, that the aggregate amount of all 
     Indebtedness incurred by the Borrower and its consolidated Subsidiaries 
     pursuant to this clause (n) shall not exceed $150,000 at any one time 
     outstanding;

provided, however, that no Indebtedness otherwise permitted by clause (b) shall 
be permitted if, after giving effect to the incurrence thereof, any Default 
shall have occurred and be continuing.

     SECTION VIII.2.3.  Liens.  The Borrower will not, and will not permit any 
of the Subsidiaries to create, incur, assume or suffer to exist any Lien upon 
any of its Property, revenues or assets, whether now owned or hereafter 
acquired, except:

          (a)     Liens securing payment of the Obligations, granted pursuant 
     to any Loan Document;

          (b)     Liens granted to secure payment of Indebtedness of the type 
     permitted and described in clause (b) of Section 8.2.2 and covering only 
     those assets acquired with the proceeds of such Indebtedness; 

          (c)     Liens granted to secure payment of Indebtedness of the type 
     permitted and described in clause (k) of Section 8.2.2;

          (d)     Hydrocarbon production sales contracts;

          (e)     Liens for taxes, assessments or other governmental charges 
     or levies not at the time delinquent or thereafter payable without penalty 
     or being diligently contested in good faith by appropriate proceedings and 
     for which adequate reserves in accordance with GAAP shall have been set 
     aside on its books;  
     
          (f)     Liens of carriers, warehousemen, mechanics, materialmen and 
     landlords incurred in the ordinary course of business for sums not overdue 
     or being diligently contested in good faith by appropriate proceedings and 
     for which adequate reserves in accordance with GAAP shall have been set 
     aside on its books; provided, that at no time shall such sums exceed in 
     the aggregate $150,000;

          (g)     Liens incurred in the ordinary course of business in 
     connection with workmen's compensation, unemployment insurance or other 
     forms of governmental insurance or benefits, or to secure performance of 
     bonds, licenses, statutory obligations, and performance bonds, tenders, 
     statutory obligations, leases and contracts (other than for borrowed 
     money), all other obligations of a like nature entered into in the 
     ordinary course of business or to secure obligations on surety or appeal 
     bonds, all other obligations of a like nature; 
     
          (h)     zoning and similar covenants, restrictions, easements, 
     servitudes, permits, conditions, exceptions, reservations, minor rights, 
     minor encumbrances, minor irregularities in title or conventional rights 
     of reassignment prior to abandonment and similar restrictions and other 
     similar encumbrances or title defects which do not materially interfere 
     with the occupation, use and enjoyment by the Borrower of its assets in 
     the ordinary course of business as presently conducted, or materially 
     impair the value thereof for the purpose of such business; 
     
          (i)     judgment Liens in existence less than thirty (30) days after 
     the entry thereof or with respect to which execution has been stayed or 
     the payment of which is covered in full (subject to a customary 
     deductible) by insurance maintained with responsible insurance companies;
     
          (j)     deposits of cash to secure insurance in the ordinary course 
     of business;

          (k)     banker's liens arising by operation of law securing fees and 
     costs of such banks, but not liens securing borrowed money;

          (l)     Liens in favor of operators and non-operators under joint 
     operating agreements or similar contractual arrangements arising in the 
     ordinary course of the business of the Borrower to secure amounts owing, 
     which amounts are not yet due or are being contested in good faith by 
     appropriate proceedings, if such reserve as may be required by GAAP shall 
     have been made therefor;

          (m)     production sales agreements, division orders, operating 
     agreements and other agreements customary in the oil and gas business for 
     producing, processing, gathering, transporting and selling Hydrocarbons;
     
          (n)     the terms any provisions of the leases, unit agreements, 
     assignments and other transfer of title documents in the chain of title 
     under which the Borrower acquired the relevant Properties;
     
          (o)     any Liens securing Indebtedness, neither assumed nor 
     guaranteed by the Borrower nor on which it customarily pays interest, 
     existing upon real estate or rights in or relating to real estate acquired 
     by the Borrower for substation, metering station, pump station, storage, 
     gathering line, transmission line, transportation line, distribution line, 
     or right of way purposes, and any Liens reserved in leases for rent and 
     compliance with the terms of the leases in the case of leasehold estates, 
     so long as no default has occurred in the payment or performance thereof, 
     and to the extent that any such Lien referred to in this clause does not 
     materially impair the use of the Properties covered by such Lien for the 
     purposes for which such Properties is held by the Borrower;
     
          (p)     the statutory Lien to secure payment of the proceeds of 
     Hydrocarbon production established by Texas Bus. & Com. Code  9.319 and 
     similar laws of other jurisdictions;
     
          (q)     rights reserved to or vested in any Government Agency by the 
     terms of any right, power, franchise, grant, license, or permit, or by any 
     provision of law, to terminate such right, power, franchise, grant, 
     license, or permit or to purchase, condemn, expropriate, or recapture or 
     to designate a purchaser of any of the Properties of the Borrower;

          (r)     rights of a common owner of any interest in real estate, 
     rights of way, or easements held by the Borrower and such common owner as 
     tenant in common or through other common ownership;
     
          (s)     any Lien existing on any asset of any Person at the time 
     such Person becomes a Subsidiary or is merged or consolidated with or into 
     the Borrower or a Subsidiary and not created in contemplation of such 
     event;

          (t)     any Lien existing on any asset as of the acquisition thereof 
     by the Borrower or a Subsidiary so long as the asset is not included in 
     the Borrowing Base or Collateral Value and is not acquired with funds 
     borrowed from the Lender;

          (u)     any Lien arising out of the refinancing, extension, renewal 
     or refunding of any Indebtedness secured by any Lien permitted by any of 
     the foregoing clauses of this Section, provided that the principal amount 
     of any such Indebtedness is not increased beyond the amount thereof 
     outstanding on the Effective Date or on the date of incurrence of such 
     Lien in accordance with this Section, the maturity thereof is not extended 
     and such Indebtedness is not secured by any additional assets; and
     
          (v)     Liens not otherwise permitted by the foregoing clauses of 
     this Section securing Indebtedness in an aggregate principal or face 
     amount not at any time exceeding $25,000.
     
     SECTION VIII.2.4.  Financial Condition.  The Borrower will not permit:

          (a)     Tangible Net Worth to be less than the sum of (i) $3,000,000 
     (at all times prior to December 31, 1998), $7,500,000 (at all times from 
     and after December 31, 1998, and prior to April 30, 1999) and $25,000,000 
     (at all times from and after April 30, 1999), plus (ii) fifty percent 
     (50%) of Consolidated Net Income of the Borrower and its consolidated 
     Subsidiaries (excluding the effects of consolidated net losses) for all 
     Fiscal Quarters beginning after the Effective Date and treated as a single 
     accounting period, plus (iii) one-hundred percent (100%) of the net 
     proceeds received by the Borrower or its Subsidiaries from the sale of any 
     Non-Redeemable Stock by the Borrower or any of its Subsidiaries at any 
     time after the Effective Date;

          (b)     the Current Ratio at any time to be less than 1.1:1.0;

          (c)     the Debt to Capitalization Ratio at any time to be greater 
     than 82% (at all times prior to April 30, 1999) and 65% (at all times from 
     and after April 30, 1999); or

          (d)     the Interest Coverage Ratio to be less than (i) 2.0:1.0 (at 
     all times prior to March 31, 1999) and (ii) 3.0:1.0 (at all times from and 
     after March 31, 1999); provided, however, for purposes of this clause (d) 
     of Section 8.2.4 only, "Interest Expense" shall not include interest on 
     the subordinated Indebtedness described in clause (k) of Section 8.2.2, 
     which interest is not paid in cash but added to the principal amount of 
     such Indebtedness.

The Borrower shall not, and shall not suffer or permit any Subsidiary to, make 
any significant change in accounting treatment or reporting practices, except as
required by GAAP, or, without the consent of the Lender, such consent not to be 
unreasonably withheld, change the fiscal year of the Borrower or of any 
Subsidiary.

     SECTION VIII.2.5.  Investments.  The Borrower will not, and will not 
permit any of its Subsidiaries to, make, incur, assume or suffer to exist any 
Investment in any other Person, except:

          (a)     Cash Equivalent Investments;

          (b)     without duplication, Investments permitted as Indebtedness 
     pursuant to Section 8.2.2;

          (c)     without duplication, Investments in the nature of Capital 
     Expenditures; 

          (d)     to the extent the formation or acquisition of any Subsidiary 
     is permitted hereunder, Investments in such Subsidiary; and 

          (e)     Investments permitted by Section 8.2.8;

          (f)     Accounts receivable from customers in the ordinary course of 
     business;

          (g)     Investments in connection with or related to farm-out 
     agreements, farm-in agreements, joint operating agreements or other 
     similar arrangements, and the performance of Borrower's or such 
     Subsidiary's obligations thereunder in accordance with prudent operating 
     standards and in the ordinary course of business;
     
          (h)     Investments in stock, obligations or securities received in 
     settlement of debts owing to the Borrower or any Subsidiary as a result of 
     bankruptcy or insolvency proceedings or upon the foreclosure, perfection 
     or enforcement of any Lien in favor of the Borrower or any Subsidiary; 
     provided, that notice of such Investment is given to the Lender promptly 
     after receiving such item and the Lender is granted a first-in-priority, 
     perfected Lien on such item;

          (i)     Investments made with Non-Redeemable Stock, but only to the 
     extent allocable to such Non-Redeemable Stock;
     
          (j)     any Investment not otherwise permitted by the foregoing 
     clauses of this Section if, immediately after such Investment is made or 
     acquired, the aggregate net book value of all Investments permitted by 
     this clause (j) does not exceed $25,000;
     
provided, however, that

          (k)     any Investment which when made complies with the 
     requirements of the definition of the term "Cash Equivalent Investment" 
     may continue to be held notwithstanding that such Investment if made 
     thereafter would not comply with such requirements; and
     
          (l)     no Investment otherwise permitted by clause (b) shall be 
     permitted to be made if, immediately before or after giving effect 
     thereto, any Default shall have occurred and be continuing.

     SECTION VIII.2.6.  Restricted Payments, etc.  On and at all times after 
the Effective Date:

          (a)     the Borrower will not, and will not permit any of its 
     Subsidiaries (other than a wholly-owned Subsidiary) to, declare, pay or 
     make any dividend or distribution (in cash, property or obligations) on 
     any class or shares of any class of partnership interest (now or hereafter 
     outstanding) of the Borrower or such Subsidiary or on any options, 
     warrants or other rights with respect to any interest or shares of any 
     class of partnership interest or capital stock (now or hereafter 
     outstanding) of the Borrower or such Subsidiary or apply any of its funds, 
     property or assets to the purchase, redemption, sinking fund or other 
     retirement of, any class of partnership interest or capital stock (now or 
     hereafter outstanding) of the Borrower, or options, warrants or other 
     rights with respect to any interest or shares of or in any class of 
     partnership interest or capital stock (now or hereafter outstanding) of 
     the Borrower or such Subsidiary (such dividends, distributions or 
     applications being called "Distribution Payments") other than Distribution 
     Payments which do not cause the Borrower to be in violation of the 
     Restricted Payment Tests; and

          (b)     the Borrower will not permit any Subsidiary to make any 
     Distribution Payments other than to the Borrower; and
     
          (c)     the Borrower will not, and will not permit its Subsidiaries 
     to, make any deposit for any of the foregoing purposes.
     
     SECTION VIII.2.7.  Rental Obligations.  The Borrower will not, and will 
not permit any of its Subsidiaries to, enter into at any time any arrangement 
(excluding oil and gas leases entered into in the ordinary course of business) 
which involves the leasing by the Borrower or any Subsidiary from any lessor of 
any real or personal property (or any interest therein), except arrangements 
which, together with all other such arrangements which shall then be in effect, 
will not require the payment of an aggregate amount of rentals by the Borrower 
or any Subsidiary in excess of (excluding escalations resulting from a rise in 
the consumer price or similar index) $100,000 for any Fiscal Year or $500,000 
during the full remaining term of such arrangements; provided, however, that any
calculation made for purposes of this Section 8.2.7 shall exclude any amounts 
(i) required to be expended for maintenance and repairs, insurance, taxes, 
assessments, and other similar charges and (ii) any amounts relating to 
Capitalized Lease Obligations.

     SECTION VIII.2.8.  Consolidation, Merger, etc.  The Borrower will not, and 
will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate 
with, or merge into or with, any other partnership or corporation, except, in 
the case of such liquidation or dissolution, any Subsidiary of the Borrower may 
liquidate or dissolve into Borrower, and, in the case of any consolidation or 
merger, the Borrower may merge or consolidate with or into another Person if the
Borrower is the Person surviving such merger and Principal Shareholders retain 
control over the Borrower.  The Borrower will not create any Subsidiary except 
with the prior written consent of the Lender.

     SECTION VIII.2.9.  Asset Dispositions, etc.  The Borrower will not, and 
will not permit any of its Subsidiaries to, sell, transfer, lease, contribute or
otherwise convey, or grant options, warrants or other rights with respect to, 
all or substantially all of the assets of the Borrower or any of its 
Subsidiaries in any one transaction or in any series of transactions, whether or
not related; and the Borrower will not, and will not permit any of its 
Subsidiaries to, sell, transfer, lease, contribute or otherwise convey, or grant
options, warrants or other rights with respect to, less than all or any 
substantial part of its assets (including accounts receivable) to any Person 
other than 
     
          (a)     farmouts under standard industry terms of Properties 
     not holding Proven Reserves; 

          (b)     abandonment of Properties not capable of producing 
     Hydrocarbons in paying quantities after the expiration of their 
     primary terms; 

          (c)     if such assets are not in the Borrowing Base, such 
     sale, transfer, lease, contribution or conveyance is for cash or 
     other consideration having a value at least equal to the fair market 
     value of such assets;

          (d)     if such assets are in the Borrowing Base, the Borrower 
     complies with the terms of Section 3.1.2 and such sale, transfer, 
     lease, contribution or conveyance is for cash in an amount at least 
     equal to the fair market value of such assets; or
     
          (e)     as permitted by Section 2.7 of the Mortgages.


     SECTION VIII.2.10.  Modification of Certain Documents.  Except with 
respect to amendments that do not materially affect the rights of Lender under 
the Loan Documents and except as expressly contemplated by the Bargo-Future 
Transaction, the Borrower will not amend its Organic Documents or consent to any
amendment, supplement or other modification of any of the terms or provisions 
contained in, or applicable to, the Material Contracts or any other agreement 
affecting the Mortgaged Properties, in each case without the prior written 
consent of the Lender.

     SECTION VIII.2.11.  Transactions with Affiliates.  The Borrower will not, 
and will not permit any of its Subsidiaries to, enter into, or cause, suffer or 
permit to exist any arrangement or contract with any of its other Affiliates 
unless such arrangement or contract is fair and equitable to the Borrower and is
an arrangement or contract of the kind which would be entered into by a prudent 
Person in the position of the Borrower or such Subsidiary with a Person which is
not one of its Affiliates.

     SECTION VIII.2.12.  Negative Pledges, Restrictive Agreements, etc.  The 
Borrower will not, and will not permit any of its Subsidiaries to, enter into 
any agreement (excluding this Agreement, any other Loan Document and any 
agreement governing any Indebtedness permitted by clauses (b) or (e) of Section 
8.2.2 as in effect on the Effective Date as to the assets financed with the 
proceeds of such Indebtedness) prohibiting

          (a)     the creation or assumption of any Lien upon its 
     properties, revenues or assets, whether now owned or hereafter 
     acquired (other than those assets subject to Liens permitted by 
     Section 8.2.3(b)), or the ability of the Borrower or any other 
     Obligor to amend or otherwise modify this Agreement or any other 
     Loan Document; or

          (b)     the ability of any Subsidiary to make any payments, 
     directly or indirectly, to the Borrower by way of dividends, 
     advances, repayments of loans or advances, reimbursements of 
     management and other intercompany charges, expenses and accruals or 
     other returns on investments, or any other agreement or arrangement 
     which restricts the ability of any such Subsidiary to make any 
     payment, directly or indirectly, to the Borrower.

     SECTION VIII.2.13.  Take or Pay Contracts.  Except as disclosed to the 
Lender in Item 8.2.13 of the Disclosure Schedule, and except for reservation 
charges payable for reservations of capacity in gathering systems and pipelines 
incurred in the ordinary course of business on an arm's length basis for volumes
reasonably expected to be produced from the Borrowers' Properties to be 
transported through such systems and pipelines, the Borrower will not, and will 
not permit any of its Subsidiaries to, enter into or be a party to any 
arrangement for the purchase of materials, supplies, other property (including 
without limitation Hydrocarbons), or services if such arrangement requires that 
payment be made by the Borrower or such Subsidiary regardless of whether such 
materials, supplies, other property, or services are delivered or furnished to 
it.

     SECTION VIII.2.14.  Hydrocarbon Hedging.  The Borrower will not, and will 
not permit any of its Subsidiaries to, enter into Hydrocarbon Hedging Agreements
except those that (a) are with counterparties reasonably acceptable to the 
Lender, (b) do not result in Hedging Obligations that are at any time in excess 
of sixty percent (60%) of the value of the proved developed producing 
Hydrocarbon reserves owned by the Borrower and its Subsidiaries according to the
most recent Engineering Report delivered to the Lender and (c) the amount of the
Hedging Obligation for the particular Hydrocarbon (i.e. - gas or oil) must not 
be materially in excess of the proportion that such Hydrocarbon bears to the 
total amount of proved developed Hydrocarbon reserves owned by the Borrower and 
its Subsidiaries.  (For example, if the Borrower and its Subsidiaries owned 
proved developed producing Hydrocarbon reserves that were 45% oil-producing 
Properties and 55% gas-producing Properties, then any Hydrocarbon Hedging 
Obligation of the Borrower or its Subsidiaries for oil could not be materially 
more than 45% of 60% of the value of the proved developed producing Hydrocarbon 
reserves owned by the Borrower and its Subsidiaries according to the most recent
Engineering Report delivered to the Lender.)


                               ARTICLE IX

                           EVENTS OF DEFAULT

     SECTION IX.1.  Listing of Events of Default.  Each of the following events 
or occurrences described in this Section 9.1 shall constitute an "Event of 
Default".

     SECTION IX.1.1.  Non-Payment of Obligations.  The Borrower shall default 
in the payment or prepayment when due of any principal of any Loan; the Borrower
shall default in the payment when due of any Reimbursement Obligation or Hedging
Obligation under a Hedging Agreement in effect between the Borrower and the 
Lender or an Affiliate of the Lender; or the Borrower shall default (and such 
default shall continue unremedied for a period of five (5) days) in the payment 
when due of any interest on any Loan or any fee or of any other Obligation.

     SECTION IX.1.2.  Breach of Warranty.  Any representation or warranty of 
the Borrower or any other Obligor made or deemed to be made hereunder or in any 
other Loan Document executed by it or any other writing or certificate furnished
by or on behalf of the Borrower or any other Obligor to the Lender for the 
purposes of or in connection with this Agreement or any such other Loan Document
(including any certificates delivered pursuant to Article VI) is or shall be 
incorrect when made in any material respect.

     SECTION IX.1.3.  Non-Performance of Certain Covenants and Obligations.  
The Borrower shall default in the due performance and observance of any of its 
obligations under Section 3.1.2,  Section 8.1 (other than 8.1.2, 8.1.3 and 
8.1.6) or Section 8.2.

     SECTION IX.1.4.  Non-Performance of Other Covenants and Obligations.  The 
Borrower or any other Obligor shall default in the due performance and 
observance of any other agreement contained herein or in any other Loan Document
executed by it, and such default shall continue unremedied for a period of 
fifteen (15) days after notice thereof shall have been given to the Borrower by 
the Lender.

     SECTION IX.1.5.  Default on Other Indebtedness.

          (a)     A default shall occur in the payment when due (subject to 
     any applicable grace period), whether by acceleration or otherwise, of any 
     Indebtedness (including any subordinated indebtedness permitted by Section 
     8.2.2 and any Hedging Agreements in effect between the Borrower and the 
     Lender or any Affiliate of the Lender, but excluding Indebtedness 
     described in Section 9.1.1) of the Borrower, any consolidated Subsidiary 
     or other Obligor having a principal amount, individually or in the 
     aggregate, in excess of $150,000, or a default shall occur in the 
     performance or observance of any obligation or condition with respect to 
     such Indebtedness if the effect of such default is to accelerate the 
     maturity of any such Indebtedness or such default shall continue 
     unremedied for any applicable period of time sufficient to permit any 
     holder of such Indebtedness, or any trustee or agent for such holders, to 
     cause such Indebtedness to become due and payable prior to its expressed 
     maturity.

          (b)     A failure to pay when due any royalty, overriding royalty or 
     similar interest burdening the Oil and Gas Properties of the Borrower, in 
     the aggregate, in excess of $50,000.

     SECTION IX.1.6.  Judgments.  Any judgment, decree, arbitration award or 
order for the payment of money in excess of $150,000 in excess of valid and 
collectible insurance in respect thereof the payment of which is not being 
disputed or contested by the insurer or insurers shall be rendered against the 
Borrower, any consolidated Subsidiary, or other Obligor and either

          (a)     enforcement proceedings shall have been commenced by any 
     creditor upon such judgment or order; or

          (b)     there shall be any period of ten (10) consecutive days 
     during which a stay of enforcement of such judgment or order, by reason of 
     a pending appeal or otherwise, shall not be in effect.

     SECTION IX.1.7.  Pension Plans.  Any of the following events shall occur 
with respect to any Pension Plan

          (a)     the institution of any steps by the Borrower, any member of 
     its Controlled Group or any other Person to terminate a Pension Plan if, 
     as a result of such termination, the Borrower or any such member could be 
     required to make a contribution to such Pension Plan, or could reasonably 
     expect to incur a liability or obligation to such Pension Plan; or
     
          (b)     a contribution failure occurs with respect to any Pension 
     Plan sufficient to give rise to a Lien under Section 302(f) of ERISA.
     
     SECTION IX.1.8.  Control of the Borrower.  Any Change in Control shall 
occur.

     SECTION IX.1.9.  Bankruptcy, Insolvency, etc.  The Borrower or any other 
Obligor shall

          (a)     become insolvent or generally fail to pay, or admit in 
     writing its inability or unwillingness to pay, debts as they become due;

          (b)     apply for, consent to, or acquiesce in, the appointment of 
     a trustee, receiver, sequestrator or other custodian for the Borrower or 
     any other Obligor or any property of any thereof, or make a general 
     assignment for the benefit of creditors; 

          (c)     in the absence of such application, consent or acquiescence, 
     permit or suffer to exist the appointment of a trustee, receiver, 
     sequestrator or other custodian for the Borrower or any other Obligor or 
     for a substantial part of the property of any thereof, and such trustee, 
     receiver, sequestrator or other custodian shall not be discharged within 
     sixty (60) days, provided that the Borrower and each other Obligor hereby 
     expressly authorizes the Lender to appear in any court conducting any 
     relevant proceeding during such 60-day period to preserve, protect and 
     defend its rights under the Loan Documents;


          (d)     permit or suffer to exist the commencement of any 
     bankruptcy, reorganization, debt arrangement or other case or proceeding 
     under any bankruptcy or insolvency law, or any dissolution, winding up or 
     liquidation proceeding, in respect of the Borrower or any other Obligor, 
     and, if any such case or proceeding is not commenced by the Borrower or 
     such other Obligor, such case or proceeding shall be consented to or 
     acquiesced in by the Borrower or such other Obligor or shall result in the 
     entry of an order for relief or shall remain for sixty (60) days 
     undismissed, provided that the Borrower and each other Obligor hereby 
     expressly authorizes the Lender to appear in any court conducting any such 
     case or proceeding during such 60-day period to preserve, protect and 
     defend its rights under the Loan Documents; or 

          (e)     take any action authorizing, or in furtherance of, any of 
     the foregoing.

     SECTION IX.1.10.  Impairment of Security, etc.  Any Loan Document, or any 
Lien granted thereunder, shall (except in accordance with its terms), in whole 
or in part, terminate, cease to be effective or cease to be the legally valid, 
binding and enforceable obligation of any Obligor party thereto; the Borrower, 
any other Obligor or any other party shall, directly or indirectly, contest in 
any manner such effectiveness, validity, binding nature or enforceability; or 
any Lien securing any Obligation shall, in whole or in part, cease to be a 
perfected first priority Lien, subject only to those exceptions expressly 
permitted by such Loan Document.

     SECTION IX.1.11.  Material Adverse Effect.  Any Material Adverse Effect 
shall occur.

     SECTION IX.2.  Action if Bankruptcy.  If any Event of Default described in 
clauses (a) through (d) of Section 9.1.9 shall occur with respect to the 
Borrower or any other Obligor, the Commitments (if not theretofore terminated) 
shall automatically terminate and the outstanding principal amount of all 
outstanding Loans and all other Obligations shall automatically be and become 
immediately due and payable, without notice or demand.

     SECTION IX.3.  Action if Other Event of Default.  If any Event of Default 
(other than any Event of Default described in  clauses (a) through (d) of 
Section 9.1.9 with respect to the Borrower or any other Obligor) shall occur for
any reason, whether voluntary or involuntary, and be continuing, the Lender, may
by notice to the Borrower declare all or any portion of the outstanding 
principal amount of the Loans and other Obligations to be due and payable and/or
the Commitments (if not theretofore terminated) to be terminated, whereupon the 
full unpaid amount of such Loans and other Obligations which shall be so 
declared due and payable shall be and become immediately due and payable, 
without further notice, demand or presentment, and/or, as the case may be, the 
Commitments shall terminate.

     SECTION IX.4.  Rights Not Exclusive.  The rights provided for in this 
Agreement and the other Loan Documents are cumulative and are not exclusive of 
any other rights, powers, privileges or remedies provided by Applicable Law or 
in equity, or under any other instrument, document or agreement now existing or 
hereafter arising.


                                ARTICLE X

                         MISCELLANEOUS PROVISIONS

     SECTION X.1.  Waivers, Amendments, etc.

          (a)     The provisions of this Agreement and of each other Loan 
     Document may from time to time be amended, modified or waived, if such 
     amendment, modification or waiver is in writing and consented to by the 
     Borrower and the Lender.  No failure or delay on the part of the Lender in 
     exercising any power or right under this Agreement or any other Loan 
     Document shall operate as a waiver thereof, nor shall any single or 
     partial exercise of any such power or right preclude any other or further 
     exercise thereof or the exercise of any other power or right.  No notice 
     to or demand on the Borrower in any case shall entitle it to any notice or 
     demand in similar or other circumstances. No waiver or approval by the 
     Lender under this Agreement or any other Loan Document shall, except as 
     may be otherwise stated in such waiver or approval, be applicable to 
     subsequent transactions.  No waiver or approval hereunder shall require 
     any similar or dissimilar waiver or approval thereafter to be granted 
     hereunder.

          (b)     This Agreement is an amendment and restatement of, and 
     replaces and supersedes the Existing Agreement; provided, however, that no 
     right, interest, claim or cause of action of any kind of the Lender which 
     may have existed under the Existing Agreement shall in any way be 
     released, modified, compromised or waived by virtue of this Agreement 
     superseding and replacing the Existing Agreement.
     
     SECTION X.2.  Notices.

          (a)     All notices and other communications provided to any party 
     hereto under this Agreement or any other Loan Document shall be in writing 
     and shall be hand delivered or sent by overnight courier, certified mail 
     (return receipt requested), or telecopy to such party at its address or 
     telecopy number set forth on the signature pages hereof or set forth in 
     the Lender Assignment Notice or at such other address or telecopy number 
     as may be designated by such party in a notice to the other parties.  
     Without limiting any other means by which a party may be able to provide 
     that a notice has been received by the other party, a notice shall be 
     deemed to be duly received (a) if sent by hand, on the date when left with 
     a responsible person at the address of the recipient; (b) if sent by 
     telefax, on the date of receipt by the sender of an acknowledgment or 
     transmission reports generated by the machine from which the telefax was 
     sent indicating that the telefax was sent in its entirety to the 
     recipient's telefax number.

          (b)  All such notices, requests and communications shall, when 
     transmitted by overnight delivery, or faxed, be effective when delivered 
     for overnight (next-day) delivery, or transmitted in legible form by 
     facsimile machine, respectively, or if mailed, upon the third Business Day 
     after the date deposited into the U.S. mail, or if delivered, upon 
     delivery.

          (c)     Any agreement of the Lender herein to receive certain 
     notices by telephone or facsimile is solely for the convenience and at the 
     request of the Borrower.  The Lender shall be entitled to rely on the 
     authority of any Person purporting to be a Person authorized by the 
     Borrower to give such notice and the Lender shall not have any liability 
     to the Borrower or other Person on account of any action taken or not 
     taken by the Lender in reliance upon such telephonic or facsimile notice. 
     The obligation of the Borrower to repay the Loans shall not be affected 
     in any way or to any extent by any failure by the Lender to receive 
     written confirmation of any telephonic or facsimile notice or the receipt 
     by the Lender of a confirmation which is at variance with the terms 
     understood by the Lender to be contained in the telephonic or facsimile 
     notice.

     SECTION X.3.  Payment of Costs and Expenses.  The Borrower agrees to pay 
within thirty (30) days after written demand all reasonable expenses of the 
Lender (including the reasonable fees and out-of-pocket expenses of internal and
external counsel to the Lender and of local counsel, if any, who may be retained
by counsel to the Lender) in connection with

          (a)     the negotiation, preparation, execution and delivery of this 
     Agreement and of each other Loan Document, including schedules and 
     exhibits, and any amendments, waivers, consents, supplements or other 
     modifications to this Agreement or any other Loan Document as may from 
     time to time hereafter be required, whether or not the transactions 
     contemplated hereby are consummated,  
     
          (b)     the filing, recording, refiling or rerecording of the 
     Mortgages, the Security Agreements, the Pledge Agreements and/or any 
     Uniform Commercial Code financing statements relating thereto and all 
     amendments, supplements and modifications to, and all releases and 
     terminations of, any thereof and any and all other documents or 
     instruments of further assurance required to be filed or recorded or 
     refiled or rerecorded by the terms hereof or of the Mortgages, the 
     Security Agreements and the Pledge Agreements, and
     
          (c)     the preparation and review of the form of any document or 
     instrument relevant to this Agreement or any other Loan Document. 
     
The Borrower further agrees to pay, and to save the Lender harmless from all 
liability for, any stamp or other taxes (other than any income or franchise tax 
of the Lender) which may be payable in connection with the execution or delivery
of this Agreement, the Borrowings hereunder, the issuance of the Notes, the 
issuance of the Letters of Credit, or any other Loan Documents.  The Borrower 
also agrees to reimburse the Lender within thirty (30) days after written demand
for all reasonable out-of-pocket expenses (including attorneys' fees and legal 
expenses of internal and external attorneys, and the expenses of any accountant,
engineer or other expert retained or utilized in connection therewith) incurred 
by the Lender in connection with (x) the negotiation of any restructuring or 
"work-out", whether or not consummated, of any Obligations and (y) the 
enforcement of any Obligations.  All requests for payment under this Section 
10.3 shall be accompanied by invoices containing reasonable details.

     SECTION X.4.  Indemnification.  In consideration of the execution and 
delivery of this Agreement by the Lender and the extension of the Commitments, 
the Borrower hereby indemnifies, exonerates and holds the Lender, any Issuer and
each of their respective officers, directors, employees and agents 
(collectively, the "Indemnified Parties") free and harmless from and against any
and all actions, causes of action, suits, losses, costs, liabilities and 
damages, and expenses incurred in connection therewith (irrespective of whether 
any such Indemnified Party is a party to the action for which indemnification 
hereunder is sought), including reasonable attorneys' fees and disbursements 
(collectively, the "Indemnified Liabilities"), incurred by the Indemnified 
Parties or any of them as a result of, or arising out of, or relating to 

          (a)     this Agreement, any Loan Document or any document 
     contemplated by or referred to herein; 
     
          (b)     any transaction financed or to be financed in whole or in 
     part, directly or indirectly, with the proceeds of any Loan, including any 
     Acquisition, or the use of any Letter of Credit;

          (c)     any investigation, litigation or proceeding related to any 
     acquisition or proposed acquisition by the Borrower or any of its 
     Subsidiaries of all or any portion of the stock or assets of any Person, 
     whether or not the Lender is party thereto;

          (d)     any investigation, litigation or proceeding related to any 
     environmental cleanup, audit, compliance or other matter relating to any 
     Environmental Law or the condition of any facility or Property owned, 
     leased or operated by the Borrower or any of its Subsidiaries;

          (e)     the presence on or under, or the escape, seepage, leakage, 
     spillage, discharge, emission, discharging or releases from, any facility 
     or Property owned, leased or operated by the Borrower or any of its 
     Subsidiaries thereof of any Hazardous Material (including any losses, 
     liabilities, damages, injuries, costs, expenses or claims asserted or 
     arising under any Environmental Law), regardless of whether caused by, or 
     within the control of, the Borrower or any of its Subsidiaries; or
     
          (f)     any misrepresentation, inaccuracy or breach in or of 
     Section 7.17 or Section 8.1.6, 

except for any such Indemnified Liabilities arising for the account of a 
particular Indemnified Party by reason of the relevant Indemnified Party's gross
negligence or wilful misconduct.  If and to the extent that the foregoing 
undertaking may be unenforceable for any reason, the Borrower hereby agrees to 
make the maximum contribution to the payment and satisfaction of each of the 
Indemnified Liabilities which is permissible under Applicable Law.  The 
obligations in this Section 10.4 shall survive payment of all other Obligations.
At the election of any Indemnified Party, the Borrower shall defend such 
Indemnified Party using legal counsel satisfactory to such Indemnified Party in 
such Person's sole discretion, at the sole cost and expense of the Borrower.  
All amounts owing under this Section 10.4 shall be paid within thirty (30) days 
after written demand.

     SECTION X.5.  Survival.  The obligations of the Borrower under 
Sections 10.3 and 10.4 shall in each case survive any termination of this 
Agreement, the payment in full of all Obligations and the termination of all 
Commitments.  The representations and warranties made by each Obligor in this 
Agreement and in each other Loan Document shall survive the execution and 
delivery of this Agreement and each such other Loan Document.

     SECTION X.6.  Severability.  Any provision of this Agreement or any other 
Loan Document which is prohibited or unenforceable in any jurisdiction shall, as
to such provision and such jurisdiction, be ineffective to the extent of such 
prohibition or unenforceability without invalidating the remaining provisions of
this Agreement or such Loan Document or affecting the validity or enforceability
of such provision in any other jurisdiction.

     SECTION X.7.  Headings.  The various headings of this Agreement and of 
each other Loan Document are inserted for convenience only and shall not affect 
the meaning or interpretation of this Agreement or such other Loan Document or 
any provisions hereof or thereof.

     SECTION X.8.  Execution in Counterparts, Effectiveness, etc.  This 
Agreement may be executed by the parties hereto in several counterparts, each of
which shall be executed by the Borrower and the Lender and be deemed to be an 
original and all of which shall constitute together but one and the same 
agreement.  This Agreement shall become effective when counterparts hereof are 
executed on behalf of the Borrower and the Lender.  This Agreement is made and 
entered into for the sole protection and legal benefit of the Borrower and the 
Lender and Persons indemnified hereunder, and their permitted successors and 
assigns, and no other Person shall be a direct or indirect legal beneficiary of,
or have any direct or indirect cause of action or claim in connection with, this
Agreement or any of the other Loan Documents.

     SECTION X.9.  Governing Law; Entire Agreement.  THIS AGREEMENT, THE NOTES 
AND EACH OTHER LOAN DOCUMENT (OTHER THAN THE MORTGAGES OR AS EXPRESSLY PROVIDED 
IN ANY SUCH DOCUMENT) SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND 
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.  This Agreement, the 
Notes and the other Loan Documents constitute the entire understanding among the
parties hereto with respect to the subject matter hereof and supersede any prior
agreements, written or oral, with respect thereto.

     SECTION X.10.  Successors and Assigns.  This Agreement shall be binding 
upon and shall inure to the benefit of the parties hereto and their respective 
successors and assigns; provided, however, that:

          (a)     the Borrower may not assign or transfer its rights or 
     obligations hereunder without the prior written consent of the Lender; and

          (b)     the rights of sale, assignment and transfer of the Lender 
     are subject to Section 10.11.

     SECTION X.11.  Sale and Transfer of Loans and Notes; Participations in 
Loans and Notes.  The Lender may assign, or sell participations in, its Loans 
and Commitments to one or more other Persons in accordance with this Section 
10.11.

     SECTION X.11.1.  Assignments.  The Lender may at any time assign and 
delegate to one or more Persons, including without limitation, banks or other 
financial institutions (each Person to whom such assignment and delegation is to
be made, being hereinafter referred to as an "Assignee Lender"), all or any 
fraction of the Lender's total Loans and Commitments (which assignment and 
delegation shall be of a constant, and not a varying, percentage of all the 
Lender's Loans and Commitments) in a minimum aggregate amount of $1,000,000 (or 
the entire remaining amount of the Lender's  Loans and Commitments); provided, 
however, that the Lender is required at all times to maintain Loans, Letter of 
Credit Outstandings and Commitments hereunder in an aggregate amount of 
$1,000,000 (unless the Lender shall have reduced its Loans, Letter of Credit 
Outstandings and Commitments to zero); provided, further, however, that the 
Borrower and each other Obligor shall be entitled to continue to deal solely and
directly with the Lender in connection with the interests so assigned and 
delegated to an Assignee Lender until

          (a)     written notice of such assignment and delegation, together 
     with payment instructions, addresses and related information with respect 
     to such Assignee Lender, shall have been given to the Borrower by the 
     Lender and such Assignee Lender, 

          (b)     such Assignee Lender shall have executed and delivered to 
     the Borrower and the Lender a Lender Assignment Notice, accepted by the 
     Lender, and

          (c)     the processing fees described below shall have been paid.


From and after the date that the Assignee Lender delivers such Lender Assignment
Notice, (x) the Assignee Lender thereunder shall be deemed automatically to have
become a party hereto and to the extent that rights and obligations hereunder 
have been assigned and delegated to such Assignee Lender in connection with such
Lender Assignment Notice, shall have the rights and obligations of a Lender 
hereunder and under the other Loan Documents, and (y) the assignor Lender, to 
the extent that rights and obligations hereunder have been assigned and 
delegated by it in connection with such Lender Assignment Notice, shall be 
released from its obligations hereunder and under the other Loan Documents.  
Within five (5) Business Days after its receipt of notice that the Lender has 
received an executed Lender Assignment Notice and the Borrower has received from
the Lender execution copies of appropriate Notes, the Borrower shall execute and
deliver to the relevant Assignee Lender new Notes evidencing such Assignee 
Lender's assigned Loans and Commitments and, if the assignor Lender has retained
Loans and Commitments hereunder, replacement Notes in the principal amount of 
the Loans and Commitments retained by the assignor Lender hereunder (each such 
Note to be in exchange for, but not in payment of, the corresponding Note then 
held by such assignor Lender).  The assignor Lender shall mark the predecessor 
Note "exchanged" and deliver it to the Borrower.  Accrued interest on that part 
of the predecessor Note evidenced by the new Notes, and accrued fees, shall be 
paid as provided in the Lender Assignment Notice.  Accrued interest on that part
of the predecessor Note evidenced by the replacement Notes shall be paid to the 
assignor Lender.  Accrued interest and accrued fees shall be paid at the same 
time or times provided in the predecessor Notes and in this Agreement.  Such 
assignor Lender or such Assignee Lender must also pay a processing fee to the 
Lender upon delivery of any Lender Assignment Notice in the amount of $2,500.  
Any attempted assignment and delegation not made in accordance with this Section
10.11.1 shall be null and void.  Nothing contained in this Agreement shall 
prohibit any Lender from pledging or assigning any Note to any Federal Reserve 
Bank in accordance with Applicable Law.

     SECTION X.11.2.  Participations.  The Lender may at any time sell to one 
or more Persons, including without limitation commercial banks (each of such 
commercial banks and other Persons being herein called a "Participant") 
participating interests in any of the Loans, Commitments, or other interests of 
the Lender hereunder; provided, however, that

          (a)     no participation contemplated in this Section 10.11.2 shall 
     relieve the Lender from its Commitments or its other obligations hereunder 
     or under any other Loan Document,

          (b)     the Lender shall remain solely responsible for the 
     performance of its Commitments and such other obligations,
     
          (c)     the Borrower and each other Obligor shall continue to deal 
     solely and directly with the Lender in connection with the Lender's rights 
     and obligations under this Agreement and each of the other Loan Documents,

          (d)     the Borrower shall not be required to pay any amount under 
     Section 5.2 or Section 10.3 that is greater than the amount which it would 
     have been required to pay had no participating interest been sold,

          (e)     any agreement pursuant to which any Lender may grant such a 
     participating interest shall provide that such Lender shall retain the 
     sole right and responsibility to enforce the obligations of the Borrower 
     and the Issuer hereunder,

          (f)     the Lender shall not transfer, grant or assign any 
     participation under which the Participant shall have rights to approve any 
     amendment to or waiver of this Agreement except to the extent such 
     amendment or waiver would (i) increase the amount of the Participants' 
     Loans or Commitment, (ii) reduce the principal of, or interest on, any of 
     the Lender's Loans, or any fees payable to the Lender hereunder, (iii) 
     postpone any date fixed for any scheduled payment of principal of, or 
     interest on, any of the Lender's Loans, or any fees or other amounts 
     payable to the Lender hereunder or (iv) release all of substantially 
     collateral security for any Obligation, and
     
          (g)     in a participation certificate or other document evidencing 
     such participating interest, the Participant shall acknowledge that the 
     confidentiality obligations of Section 10.14 shall be binding upon the 
     Participant.

Each Participant shall be entitled to the benefits of Section 4.8, 5.1, 5.2, 
5.4, 10.3 and 10.4; provided that no Participant shall be entitled to receive 
any greater amount pursuant to such Sections than the transferor Lender would 
have been entitled to receive in respect of the amount of the participating 
interest transferred by such transferor Lender to such Participant had no such 
transfer occurred; and provided further that the Borrower shall not be required 
to pay an amount under any Loan Document that is greater than the amount which 
it would have been required to pay had no participating interest been sold.

The Borrower acknowledges and agrees that each Participant, for purposes of 
Sections 5.1 and 5.2 (except as provided in Section 10.11.2(d)), 10.3 and 10.4, 
shall be considered a Lender.

     SECTION X.12.  Forum Selection and Consent to Jurisdiction.  ANY 
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS 
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF 
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE LENDER OR THE 
BORROWER SHALL BE BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF ILLINOIS 
OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; 
PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR 
OTHER PROPERTY MAY BE BROUGHT, AT THE LENDER'S OPTION, IN THE COURTS OF ANY 
JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  THE BORROWER
HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF 
THE STATE OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN 
DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE 
AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN 
CONNECTION WITH SUCH LITIGATION.  THE BORROWER FURTHER IRREVOCABLY CONSENTS TO 
THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL 
SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS.  THE BORROWER HEREBY EXPRESSLY 
AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION 
WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH 
LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY 
SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  TO THE EXTENT THAT 
THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY 
COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT 
PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO 
ITSELF OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN 
RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

     SECTION X.13.  Waiver of Jury Trial.  THE LENDER AND THE BORROWER HEREBY 
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A 
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, 
UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY 
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR 
ACTIONS OF THE LENDER OR THE BORROWER.  THE BORROWER ACKNOWLEDGES AND AGREES 
THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND 
EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND 
THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER ENTERING INTO THIS 
AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.

     SECTION X.14.  Notice   THIS WRITTEN AGREEMENT TOGETHER WITH THE OTHER 
LOAN DOCUMENTS REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES.  

     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
executed by their respective officers thereunto duly authorized as of the day 
and year first above written.

                              FUTURE PETROLEUM CORPORATION, a Utah 
                              corporation



                              By: /s/ Carl Price     
                              Title: President

                              Address:  2351 West Northwest Highway
                                        Suite 2130     Dallas, TX 75220


                              BANK OF AMERICA NATIONAL TRUST AND SAVINGS 
                              ASSOCIATION


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

                              Address:  231 South LaSalle Street
                                        Chicago, Illinois  60697

                              All notices should be sent to:

                              333 Clay Street, Suite 4550
                              Houston, Texas  77002

                              Fax:  (713) 651-4888


                                SCHEDULE I

                            DISCLOSURE SCHEDULE

     ITEM 7.9     Litigation.

See attached.
(Please contact company for copy.)

     ITEM 7.12     Employee Benefit Plans.

See attached.
(Please contact company for copy.)

     ITEM 7.14     Claims and Liabilities.

See attached.
(Please contact company for copy.)

     ITEM 7.17     Environmental Matters.

See attached.
(Please contact company for copy.)

     ITEM 8.2.2(f) Existing Indebtedness.

See attached.
(Please contact company for copy.)

     ITEM 8.2.12 Take or Pay Contracts.

See attached.
(Please contact company for copy.)

     SCHEDULE II


     Subsidiaries


1. Future Petroleum Corporation, a Texas corporation

2. Future Energy Corporation, a Nevada corporation

3. Future CAL-TEX Corporation, a Texas corporation

4. Future Acquisition 1995, Ltd., a Texas limited partnership

5. BMC Development No. 1 Limited Partnership, a Texas limited partnership

6. NCI Shawnee Limited Partnership a Texas limited partnership


                              SCHEDULE III

     Certain Consents and Mortgage Consents


     See attached pages.
(Please contact company for copy.)



                              SCHEDULE IV

                         Certain Acquired Properties


Part A - Cody Properties:

All of the right, title and interest of Cody Energy, Inc. in and to the Leroy 
North Field, Vermilion Parish, Louisiana; and

all of the right, title and interest of Cody Texas, L.P. in and to:

1.     Bright Falcon Field, Jackson County, Texas;
2.     Dudake Field, Brazos County, Texas;
3.     Giddings Field, Burleson County, Texas;
4.     Kirtley Field, Bastrop and Fayette Counties, Texas;
5.     Kinder Field, Brazos County, Texas;
6.     Lela Edwards Field, Burleson County, Texas; and 
7.     Riverside Campus Field, Brazos County, Texas.

Part B - Chevron South Coles Levee Property:

All of the right, title and interest of Chevron U.S.A. Inc. in and to (1) that 
certain Oil and Gas Lease, a memorandum of which was recorded on July 20, 1938, 
in Book 805, Page 382, of the Official Records of Kern County, California; and 
(2) that certain Unit Plan for South Coles Levee Field dated February 1, 1944, 
by and among The Ohio Oil Company, as Operator, and Standard Oil Company of 
California, et al., as Non-Operators, as amended.

Part C - Raccoon Bend Property:

All of the right, title and interest of Exxon Corporation in and to, among other
properties, the following wells, leases (from the surface down to the 
stratigraphic equivalent of the base of the Cockfield formation as found at 
4,997' MD in the Humble Oil & Refining Company Diemar #Y-12, API #42015 4400), 
units, fee and other interests and properties, all of which are located in 
Austin or Waller Counties, Texas:

Austin College (Gutowsky)
Brown, Minnie No. 6 (Gutowsky)
Diemer, Mrs. Alberta (Lwr Cockfield)
Duncan State Land -B- Lwr Cockfield)

Hardy, Rufus -B- (Gutowsky FB E)
McCasland, A.T., A/C 1 (Upr Cockfield)
McCasland, A.T., A/C 2 (Upr Cockfield)
Mueller, A. (Micocene Y)
Paine, Robert G. (Lwr Cockfield)
Raccoon Bend Miocene Unit (Miocene)
Sherrod, Luther R. (Lwr Cockfield)
Thompson, R.W. (Lwr Cockfield)
Waterflood Unit #1 (Jackson)
Waterflood Unit #2 (Jackson)
Wilson, J.W. (Micocene Z)
Raccoon Bend Cockfield Unit (Lwr Cockfield)

McCasland, A.T., A/C #1 (Grawunder)
Hellmuth No. 23 (DY2/DY1/RAGS)
Paine No. 32 (DY-2S, DY-1, RAGS)

JW Wilson No. 13 Offset (DY-4,3,2,1)
Machemehl B2 Offset (DY-2, DY-1)
Thompson Lease (DY-2, DY-1)
JW Wilson No. 16 Twin (DY-1)
S. Hellmuth (DY-2)
Hellmuth No. 23 U (DY3, 2L, 2U, 1/RAGS)


     

                           AMENDED AND RESTATED
                         SECURED PROMISSORY NOTE


$50,000,000.00                                   December 4, 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 December 4, 2003, the principal sum of FIFTY MILLION DOLLARS 
($50,000,000.00) or, if less, the aggregate unpaid principal amount of all Loans
made by the Lender pursuant to that certain Amended and Restated Credit 
Agreement, dated as of December 4, 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, restates and consolidates in their entirety those Notes 
previously made and given by the Borrower to the Lender as 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.

     Except for notices to the Borrower as required by Section 9.3 of 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

(Please contact the company for a copy.)




                               EXHIBIT B

                       FORM OF SECURITY AGREEMENT


                              EXHIBIT C-1

                               FORM OF 
                         BORROWING REQUEST



Bank of America National Trust and Savings Association
231 South LaSalle Street
Chicago, Illinois  60697
Telecopy:  ____________

Attention:  [Name]
 [Title]


Re:     FUTURE PETROLEUM CORPORATION                          


Ladies and Gentlemen:

This Borrowing Request is delivered to you pursuant to Section 2.3 of the 
Amended and Restated Credit Agreement, dated as of December 4, 1998, (together 
with all amendments, if any, from time to time made thereto, the "Credit 
Agreement"), between FUTURE PETROLEUM CORPORATION, a Utah corporation (the 
"Borrower") and Bank of America National Trust and Savings Association (the 
"Lender").  Unless otherwise defined herein or the context otherwise requires, 
terms used herein have the meanings provided in the Credit Agreement.

The Borrower hereby requests that a Loan be made in the aggregate 
principal amount of $__________ on __________, 19__.  The Loan will be used for 
the following purpose (which is a permitted use under Section 2.7 of the Credit 
Agreement):  _______________________.

The Borrower hereby acknowledges that, pursuant to Section 6.3.2 of the 
Credit Agreement, each of the delivery of this Borrowing Request and the 
acceptance by the Borrower of the proceeds of the Loans requested hereby 
constitute a representation and warranty by the Borrower that, on the date of 
such Loans, and before and after giving effect thereto and to the application of
the proceeds therefrom, all statements set forth in Section 6.3.1 are true and 
correct in all material respects (unless stated to relate solely to an earlier 
date, in which case such statements shall be true and correct as of such earlier
date).

The Borrower agrees that if prior to the time of the borrowing requested 
hereby any matter certified to herein by it will not be true and correct at such
time as if then made, it will immediately so notify the Lender.  Except to the 
extent, if any, that prior to the time of the borrowing requested hereby the 
Lender shall receive written notice to the contrary from the Borrower, each 
matter certified to herein shall be deemed once again to be certified as true 
and correct at the date of such borrowing as if then made. 

Please wire transfer the proceeds of the borrowing to the following 
accounts ______________________________ .

IN WITNESS WHEREOF, the Borrower has caused this request to be executed 
and delivered by its duly Authorized Officer as of __________ __, 19__.

                              FUTURE PETROLEUM CORPORATION, a Utah     
                              corporation

                              By:          
                              Name:  B. Carl Price
                              Title:  President

                                EXHIBIT C-2
 
                                 FORM OF 
                      CONTINUATION/CONVERSION NOTICE



                                EXHIBIT D


                            FORM OF GUARANTY


                               EXHIBIT E-1


                        FORM OF CALIFORNIA MORTGAGE


                                EXHIBIT E-2


                        FORM OF MULTI-STATE MORTGAGE


                                EXHIBIT F-1


               FORM OF PLEDGE AGREEMENT (PARTNERSHIP INTERESTS)


                                 EXHIBIT F-2


                      FORM OF PLEDGE AGREEMENT (STOCK)


                                   EXHIBIT G


                          LENDER ASSIGNMENT NOTICE


Bank of America National Trust and Savings Association
231 South LaSalle Street
Chicago, Illinois  60697
Telecopy:  ____________

Attention:  [Name]
[Title]



Re:     FUTURE PETROLEUM CORPORATION

Ladies and Gentlemen:

We refer to clause (b) of Section 10.11.1 of the Amended and Restated 
Credit Agreement, dated as of December 4, 1998, (together with all amendments 
and other modifications, if any, from time to time thereafter made thereto, the 
"Credit Agreement"), between FUTURE PETROLEUM CORPORATION, a Utah corporation 
(the "Borrower") and Bank of America National Trust and Savings Association (the
"Lender").  Unless otherwise defined herein or the context otherwise requires, 
terms used herein have the meanings provided in the Credit Agreement.

This notice is delivered to you pursuant to clause (b) of Section 10.11.1 
of the Credit Agreement and also constitutes notice to each of you, pursuant to 
clause (a) of Section 10.11.1 of the Credit Agreement, of the assignment and 
delegation to _______________ (the "Assignee") of ___% (and the Assignor hereby 
assigns and delegates to the Assignee __%_) of the Loans and Commitments of 
_____________ (the "Assignor") outstanding under the Credit Agreement on the 
date hereof.  After giving effect to the foregoing assignment and delegation, 
the Assignor's and the Assignee's Percentages for the purposes of the Credit 
Agreement are set forth on Schedule I hereto.  The Assignor makes such 
assignment and delegation without any representations, warranties or recourse 
whatsoever except that the Assignor is the legal and beneficial owner of the 
interest being assigned by it hereunder and that such interest is free and clear
of any adverse claim.

[Add paragraph dealing with accrued interest with respect to Loans 
assigned.]

The Assignee hereby acknowledges and confirms that it has received a copy 
of the Credit Agreement and the other Loan Documents and the exhibits related 
thereto, together with copies of the documents which were required to be 
delivered under the Credit Agreement as a condition to the making of the Credit 
Extensions thereunder. 

Except as otherwise provided in the Credit Agreement, effective as of the 
date of delivery hereof

(a)  the Assignee

(i)  shall be deemed automatically to have become a party to 
the Credit Agreement, have all the rights and obligations of a 
"Lender" under the Credit Agreement and the other Loan Documents as 
if it were an original signatory thereto to the extent specified in 
the second paragraph hereof; and 

(ii)  agrees to be bound by the terms and conditions set forth 
in the Credit Agreement and the other Loan Documents as if it were 
an original signatory thereto; and

(b)  the Assignor shall be released from its obligations under the 
Credit Agreement and the other Loan Documents to the extent specified in 
the second paragraph hereof.

The Assignor and the Assignee hereby agree that the [Assignor] [Assignee] 
will pay to the Lender the processing fee referred to in Section 10.11.1 of the 
Credit Agreement upon the delivery hereof.

Administrative information for the Assignee is set forth in Schedule II 
hereto.  

This notice may be executed by the Assignor and Assignee in separate 
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute one and the same 
instrument.

[ASSIGNOR] 


By:______________________________________
   Title:


[ASSIGNEE] 


By:______________________________________
   Title:




                              SCHEDULE I
                              TO LENDER
                          ASSIGNMENT NOTICE


ASSIGNOR'S ADJUSTED PERCENTAGES:

Commitment and Loans:          __%

Letters of Credit:      __%



ASSIGNEE'S PERCENTAGES:

Commitment and Loans:     __%

Letters of Credit:          __%

                                 SCHEDULE II  
                                  TO LENDER   
                               ASSIGNMENT NOTICE

ADDRESS FOR NOTICES:

Name of Assignee:_________________

                                EXHIBIT H


             FORM OF OPINIONS OF COUNSEL TO THE BORROWER, ET AL.


                               EXHIBIT I-1


               FORM OF PRE-CLOSING TITLE OPINIONS OF SPECIAL
                       TITLE COUNSEL TO THE BORROWER


     Form of Pre-Closing Title Opinion

     [Letterhead of Title Counsel]


     _________________, 1998




Bank of America National Trust and Savings Association
c/o Mayer, Brown & Platt
350 South Grand Avenue
25th Floor
Los Angeles, California  90071

Attention:  Kevin L. Shaw

PRE-CLOSING TITLE OPINION
Interests of [Partnership 
Subsidiary], __________ County, 
___________

Gentlemen:

  This opinion is given in connection with the Amended and Restated Credit 
Agreement ("Credit Agreement") dated as of December 4, 1998, between FUTURE 
PETROLEUM CORPORATION, as the borrower ("Borrower") and Bank of America National
Trust and Savings Association, as the lender ("Mortgagee").  Capitalized terms 
used in this opinion but not expressly defined herein shall have the respective 
meanings given to them in the Credit Agreement.

Please refer to our [Preliminary Title Opinion] ("Title Opinion") dated 
__________, 199__, covering lands more particularly described therein 
(collectively, the "Lands"). In addition to the title materials examined as 
listed in the Title Opinion, we have examined copies of the following documents:

     [HERE LIST DOCUMENTS EXAMINED]


We are of the opinion that:

A.     Fully executed originals of items _____________________ should be 
filed for record in the office of the [Clerk] of _____________ County of the 
State of ______________.  Upon the accomplishment of such recordation and 
filings, the Mortgage will constitute, as security for (i) the loans made and to
be made pursuant to the Credit Agreement and to be evidenced by the Notes, and 
(ii) the obligations of ___________ ("Mortgagor") and its Affiliates to Bank of 
America National Trust and Savings Association and its Affiliates under Hedging 
Agreements to which they are or may become parties, a legally valid and 
enforceable first mortgage lien on the interests of Mortgagor in the Lands and 
a first perfected security interest in the interest of Mortgagor in all accounts
and proceeds resulting from the sale at the wellhead of minerals to be severed 
from the aforesaid interests of Mortgagor.  No other or further filings or 
recordings will be required to establish, perfect and maintain such lien and 
security interest, except as expressly set forth herein, subject to our comments
and requirements set forth hereinbelow.

B.     Following execution of the documents listed as items ____ 
_____________________ and recordation of the documents listed as 
______________________________________ (in the order listed, and assuming that 
no intervening adverse instruments are recorded), the interests of Mortgagor and
covered by your Mortgage, will be as follows:


1.     [Tract 1:]     Operating     Net Revenue
Interest     Interest

_____________     _________     __________



     [HERE LIST INTERESTS IN EACH TRACT]



C.     Under the applicable laws of the State of _____________, including 
applicable recording, filing and registration laws and regulations, no mortgage,
documentary, stamp or similar taxes are payable in connection with the 
execution, delivery or recording of the Mortgage or the transactions 
contemplated thereby, insofar as the Mortgage and the transactions relate to 
property located in or subject to the laws of the State of _______________, 
other than statutory recording and filing fees to be paid upon the recording and
filing of the Mortgage and UCC 1.

D.     Under the laws of the State of _______________, the priority of the 
Mortgage, to the extent the Mortgage secures obligatory future advances and is 
a conveyance of or creates a lien against a real property interest, is 
determined by the date on which the Mortgage is recorded.

E.     Under the laws of the State of _______________ and local 
jurisdictions therein, there is no statutory or regulatory lien in favor of any 
governmental entity for (a) liability under _________ environmental laws or 
regulations, or (b) damages (including natural resources damages) arising from 
or costs incurred by such governmental entity in response to the release of a 
hazardous or toxic waste, substance, pollutant, constituent, or other substance 
into the environment which, if not of record in the mortgage records in the 
County where such lands are located, would have priority over the Mortgage [HERE
STATE EXCEPTIONS, AS APPLICABLE].

F.     Under the laws of the State of _____________ and local 
jurisdictions therein, there are no statutory and regulatory requirements 
relating to the transfer of ownership or operation or sale of premises upon 
which there are hazardous or toxic wastes, or upon which there are certain 
facilities which indicate a likelihood of such wastes (except for various 
requirements that regulatory bodies receive notification when an environmental 
permittee, licensee, or notifier changes) which require (i) notification of the 
State or of the local jurisdiction of such transfer, or sale, (ii) certification
that there has been no discharge of toxic or hazardous waste or other 
substances, or (iii) in the event of a discharge, the assumption prior to such 
transfer of ownership, or operation, or sale, of responsibility by the lender 
for the undertaking of remedial measures to alleviate environmental 
contamination resulting from such discharge.

G.     It is necessary that a continuation statement be filed regarding 
the Financing Statement within six (6) months prior to the end of each five (5) 
year period.

This finding of title, and mortgaged interests of Mortgagor in your favor, 
is subject to all unsatisfied (in whole or in part) Requirement of the Title 
Opinion, as well as all limitations, comments and remarks set forth therein and 
herein.

After the proper execution and recordation of the documents listed as 
______________________________________, as required above, it will be necessary 
to examine the Public Records of ______________________ County, _______________,
to insure that there have been no adverse alienation, liens or encumbrances 
recorded or filed, or suffered to be recorded or filed, since the certification 
dates of the Abstracts examined in connection with the rendition of the Title 
Opinion.  We will furnish you a Post-Closing Title Opinion after execution of 
the documents listed above as _________________________________________ and 
recordation of the documents listed above as _________________________________, 
completion of the records search set forth above, and our examination of the 
documentation in connection with same, such opinion to be substantially in the 
form of that attached hereto.


Very truly yours,     



__________________________



                               EXHIBIT I-2


     FORM OF POST-CLOSING
     TITLE OPINIONS OF SPECIAL
     TITLE COUNSEL TO THE BORROWER


                  Form of Post-Closing Title Opinion

                   [Letterhead of Title Counsel]


     _______________, 199__


Bank of America National Trust
 and Savings Association
c/o Mayer, Brown & Platt
350 South Grand Avenue
25th Floor
Los Angeles, California  90071

Attention:  Kevin L. Shaw

POST-CLOSING TITLE OPINION
Interests of [Partnership 
Subsidiary], __________ County, 
___________

Gentlemen:

This opinion is rendered in connection with the closing under that certain 
Amended and Restated Credit Agreement dated as of December 4, 1998 (the "Credit 
Agreement"), between Bank of America National Trust and Savings Association, as 
the lender (the "Lender") and FUTURE PETROLEUM CORPORATION, as the borrower (the
"Borrower").  Capitalized terms used in this opinion but not expressly defined 
herein shall have the respective meanings given to them in the Credit Agreement.

Please refer to our [here list prior Title Opinion] ("Title Opinion") 
dated __________, 199__, covering lands more particularly described therein 
(collectively the "Lands").  In addition to the title materials examined as 
listed in the Title Opinion, we have examined executed originals of the 
following documents:

     [HERE LIST DOCUMENTS EXAMINED]


We are of the opinion that:

A.     The Mortgage constitutes, as security for (i) the loans made and to 
be made by the Lender pursuant to the Credit Agreement and evidenced by the 
Notes, and (ii) the obligations of the Borrower and its Affiliates to the Lender
or its Affiliates under Hedging Agreements between the Borrower and any such 
Affiliates of the Lender, a legally valid and enforceable first mortgage lien on
the interests of ____________ ("Mortgagor") in the Lands, and a first perfected 
security interest in the interests of Mortgagor in all accounts and proceeds 
resulting from the sale at the wellhead of minerals to be severed from the 
aforesaid interests of Mortgagor.  No other or further filings or recordings are
required to establish, perfect and maintain such lien and security interest, 
except as expressly set forth herein, subject to our comments and requirements 
set forth hereinbelow.

B.     It is our opinion that the interests of Mortgagor, and covered by 
your Mortgage are as follows:

I.     [Tract 1:]     Operating     Net Revenue
Interest     Interest

Borrower     _________     _________


     [HERE LIST INTERESTS IN EACH TRACT]


C.     Under the applicable laws of the State of _____________, including 
applicable recording, filing and registration laws and regulations, no mortgage,
documentary, stamp or similar taxes are payable in connection with the 
execution, delivery or recording of the Mortgage or the transactions 
contemplated thereby, insofar as the Mortgage and the transactions relate to 
property located in or subject to the laws of the State of ________________, 
other than statutory recording and filing fees which were paid upon the 
recording and filing of the Mortgage and UCC 1.

D.     Under the laws of the State of ________________, the priority of 
the Mortgage, to the extent the Mortgage secures obligatory future advances and 
is a conveyance of or creates a lien against a real property interest, was 
established as of ___________, 199__.

E.     Under the laws of the State of ________________ and local 
jurisdictions therein, there is no statutory regulatory lien in favor of any 
governmental entity for (a) liability under ______ environmental laws or 
regulations, or (b) damages (including natural resources damages) arising from 
or costs incurred by such governmental entity in response to the release of a 
hazardous or toxic waste, substance, pollutant, constituent, or other substance 
into the environment which, if not of record in the mortgage records in the 
County where such lands are located, would have priority over the Mortgage [HERE
LIST EXCEPTIONS, AS APPLICABLE].

F.     Under the laws of the State of ________________ and local 
jurisdictions therein, there are no statutory and regulatory requirements 
relating to the transfer of ownership or operation or sale of premises upon 
which there are hazardous or toxic wastes, or upon which there are certain 
facilities which indicate a likelihood of such wastes (except for various 
requirements that regulatory bodies receive notification when an environmental 
permittee, licensee, or notifier changes) which require (i) notification of the 
State or of the local jurisdiction of such transfer, or sale, (ii) certification
that there has been no discharge of toxic or hazardous waste or other 
substances, or (iii) in the event of a discharge, the assumption prior to such 
transfer of ownership, or operation, or sale, of responsibility by the lender 
for the undertaking of remedial measures to alleviate environmental 
contamination resulting from such discharge.

G.     The Mortgage contains the terms and provisions necessary to enable 
the Lender, following a default under the Mortgage, to exercise remedies which 
are customarily available to mortgagees under mortgages encumbering real 
property under the laws of the State of ________________.

H.     The form of financing statement described in item ___ of this 
opinion ("Financing Statement") is sufficient in form to perfect the security 
interest in Mortgagor's interest in the Mortgaged Property not considered real 
property or fixtures, to the extent that such Mortgaged Property is deemed to be
located in the State of ________________, and a security interest in such 
Mortgaged Property can be perfected by the filing of a financing statement.  To 
the extent that the Mortgaged Property owned by Mortgagor not considered real 
property or fixtures is deemed to be located in the State of ________________ 
and security interests in the various types of such Mortgaged Property described
in the Financing Statement can be perfected by filing in the State of 
________________ under the provisions of Article 9 of the Uniform Commercial 
Code, such security interests have been perfected by filing of the Financing 
Statement in the Office of the ________________ Secretary of State.  

I.     The Lender is not required, solely as a result of the transactions 
contemplated by the Loan Documents, to qualify to do business in the State of 
________________ in order to exercise its rights under the Mortgage.  Solely as 
a result of the transactions contemplated by the Loan Documents, the Lender will
not become subject to any taxes or fees of any kind under the laws of the State 
of ________________.

J.     The payment by the Borrower and receipt by the Lender of the 
aggregate principal, interest and fees to be paid, and the method of calculation
and payment thereof, pursuant to the Loan Documents is not usurious under, or 
otherwise in violation of, the laws of the State of ________________.

K.     Certain rights, remedies and waivers contained in the Loan 
Documents which relate to the Mortgaged Property may be rendered ineffective, or
limited by applicable State of ________________ laws or judicial decisions 
(other than those reflected in the qualifications and assumptions set forth 
herein) governing such provisions, but in our opinion such laws and judicial 
decisions do not make the Loan Documents invalid as a whole, and there exist, in
the Loan Documents or pursuant to applicable law, legally adequate remedies for 
a realization of the principal benefits and/or security reasonably intended to 
be provided by the Loan Documents.

L.     It is necessary that a continuation statement be filed regarding 
the Financing Statement within six (6) months prior to the end of each five (5) 
year period.

M.     This finding of title in the interests of Mortgagor mortgaged in 
your favor is subject to all unsatisfied (in whole or in part) Requirements of 
the Title Opinion, as well as all limitations, comments and remarks set forth 
therein and herein.


Very truly yours,


_______________________________

                               EXHIBIT J


                            FORM OF CONSENT



                               EXHIBIT K



                           ISSUANCE REQUEST



BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
[Address]
[Address]
Telecopy:  ____________

Attention:  [Name]
            [Title]


     FUTURE PETROLEUM CORPORATION


Ladies and Gentlemen:

This Issuance Request is delivered to you pursuant to Section 4.1 of the 
Amended and Restated Credit Agreement, dated as of December 4, 1998 (together 
with all amendments, if any, from time to time made thereto, the "Credit 
Agreement"), between FUTURE PETROLEUM CORPORATION, a Utah corporation (the 
"Borrower") and Bank of America National Trust and Savings Association, a 
national banking association (the "Lender").  Unless otherwise defined herein or
the context otherwise requires, terms used herein have the meanings provided in 
the Credit Agreement.

The Borrower hereby requests that on _________, 19__ (the "Date of 
Issuance") you  /[issue a Letter of Credit on ______________, 19__ in the 
initial Stated Amount of $_______________ with a Stated Expiry Date (as defined 
therein) of ______________, 19__] [extend the Stated Expiry Date (as defined 
under Irrevocable Standby Letter of Credit No.__, issued on 
__________________________, 19 __, in the initial Stated Amount of 
$______________) to a revised Stated Expiry Date (as defined therein) of 
_________________, 19__]. 


The beneficiary of the requested Letter of Credit will be / 
_______________________________, and such Letter of Credit will be in support of
 / ________________________________.

The Borrower hereby acknowledges that, pursuant to Section 6.3.2 of the 
Credit Agreement, each of the delivery of this Issuance Request and the 
[issuance][extension]  of the Letter of Credit requested hereby constitutes a 
representation and warranty by the Borrower that, on such date of [issuance] 
[extension] all statements set forth in Section 6.3.2 are true and correct in 
all material respects (unless such statements relate solely to an earlier date, 
in which case such statements shall be true and correct as of such earlier 
date).

The Borrower agrees that if, prior to the time of the  /[issuance] 
[extension] of the Letter of Credit requested hereby, any matter certified to 
herein by it will not be true and correct at such time as if then made, it will 
immediately so notify the Lender.  Except to the extent, if any, that prior to 
the time of the issuance or extension requested hereby the Lender shall receive 
written notice to the contrary from the Borrower, each matter certified to 
herein shall be deemed to be certified at the date of such issuance or 
extension.

IN WITNESS WHEREOF, the Borrower has caused this request to be executed 
and delivered by its duly Authorized Officer as of __________ __, 19__. 


FUTURE PETROLEUM CORPORATION, a Utah 
corporation


By      
   Name:
   Title:  

                                EXHIBIT L



               FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT



     BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
     _____________________
     _____________________

     Irrevocable Standby Letter of Credit No. _______



_________________
_________________
_________________

Attention:  ________________
            ________________

Ladies and Gentlemen:

At the request and on the instructions of our customer, FUTURE PETROLEUM 
CORPORATION, a Utah corporation (the "Account Party"), we hereby establish in 
your favor this irrevocable, standby, non-transferable Letter of Credit in the 
original amount of 1/$________.

SECTION 1.  Definitions.  The following terms when used in this Letter 
of Credit shall have the following meanings:

"Account Party" is defined in the first paragraph.

"Authorized Officer" shall mean any of your ____________ whose signatures 
shall have been satisfactorily certified to us.

"Business Day" shall mean any day on which we are open for the purpose 
of conducting commercial banking business at our Payment Office.

"Credit Agreement" means the Amended and Restated Credit Agreement, dated 
as of December 4, 1998 (as amended, supplemented, amended and restated or 
otherwise modified from time to time thereafter), between the Account Party, and
Bank of America National Trust and Savings Association (the "Lender").

"Payment Office" is defined in Section 2.

"Stated Amount" means, at any time, the original amount of this Letter 
of Credit set forth in the first paragraph, as such amount has at such time been
reduced in accordance with Section 4.

"Stated Expiry Date" means ________, 19__, or such later date of which 
we advise you as being the date to which this Letter of Credit has been 
extended. 

SECTION 2.  Presentation.  Funds under this Letter of Credit will be made 
available to you, in lawful currency of the United States of America, against 
receipt by us of your written certificate in the form of Attachment 1 hereto, 
appropriately completed and signed by an Authorized Officer accompanied by the 
original of this Letter of Credit.  Presentation of each such certificate shall 
be made in person at our office located at                        2/ 
                          , Attention: _____________________ (our "Payment 
Office").


SECTION 3.  Payments.  Demands for payment in lawful money of the United 
States of America may be made by you under this Letter of Credit before 4:00 
p.m. during our business hours at our Payment Office on any Business Day; 
provided, however, that at no time shall the number of demands exceed [ ].  If 
demand for payment is made by you hereunder at or prior to 11:00 a.m. ([Chicago]
time) on a Business Day, and provided that such demand for payment and the 
documents presented in connection therewith conform to the terms and conditions 
hereof, payment will be made to you, or to your designee, of the amount 
demanded, in same day funds, at our Payment Office not later than 10:00 a.m. 
([Chicago] time) on the third succeeding Business Day.  If demand for payment is
made by you hereunder after 11:00 a.m. ([Chicago] time) on a Business Day, and 
provided that such demand for payment and the documents presented in connection 
therewith conform to the terms and conditions hereof, payment shall be made to 
you, or to your designee, of the amount demanded, in same day funds, at our 
Payment Office not later than 10:00 a.m. ([Chicago] time), on the fourth 
succeeding Business Day.  If requested by you, payment under this Letter of 
Credit will be made by wire transfer of same day funds to the account specified 
in your demand for payment.  If a demand for payment made by you hereunder does 
not, in any instance, conform to the terms and conditions of this Letter of 
Credit, we shall give you prompt notice that the demand for payment was not 
effected in accordance with the terms and conditions of this Letter of Credit, 
stating the reasons therefor, and that we will (subject to your further 
instructions) hold any documents at your risk and disposal which have been 
delivered to us by you.  Upon being notified that the demand for payment was not
effected in conformity with this Letter of Credit, you may attempt to correct 
any such non-conforming demand for payment to the extent that you are then 
entitled and able to do so.

SECTION 4.  Reduction of Stated Amount.  Each payment made by us 
hereunder shall permanently reduce the Stated Amount by the amount of such 
payment, and no demand for payment hereunder shall exceed the Stated Amount in 
effect at such time.  The Stated Amount of this Letter of Credit shall also be 
permanently reduced from time to time upon our receipt of your certification in 
the form of Attachment 2 hereto, appropriately completed and signed by an 
Authorized Officer.

SECTION 5.  Discharge.  Only you may make a demand for payment under this 
Letter of Credit.  Upon the payment to you, to your designee, or to your account
of the amount demanded hereunder, we shall be fully discharged of our obligation
under this Letter of Credit to the extent of such demand for payment, and, to 
the extent of such payment, we shall not thereafter be obligated to make any 
further payments under this Letter of Credit.  By paying to you, to your 
designee, or to your account any amount demanded in accordance herewith, we make
no representation as to the correctness of the amount demanded.

SECTION 6.  Termination.  Upon the earliest of:

(a)  the making by us of the final payment available to be made 
hereunder;     

(b)  the close of business at our Payment Office on the Stated 
Expiry Date;

(c)  the close of business at our Payment Office on the day 
occurring 30 days after we have given you written notice, at your address 
specified above, that an Event of Default (as defined in the Credit 
Agreement) has occurred and is continuing; or 


(d)  receipt by us of a certificate signed by an Authorized Officer 
stating that all obligations to which this Letter of Credit relates have 
been terminated, paid, or otherwise satisfied in full,

this Letter of Credit shall automatically terminate.  Upon its termination, you 
shall promptly deliver the original counterpart of this Letter of Credit to us 
for cancellation.

SECTION 7.  Notices, etc.  Communications with respect to this Letter of 
Credit shall be in writing and shall be addressed to us at our Payment Office, 
Attention: ________________________, specifically referring thereon to this 
Letter of Credit by number, followed by a copy to the Account Party at the 
address set forth in Section 2.

SECTION 8.  Governing Law.  THIS LETTER OF CREDIT SHALL BE DEEMED TO BE A 
CONTRACT MADE UNDER, AND SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF
ILLINOIS, [AND ALSO SUBJECT TO UCP 1983 REVISION ICC PUBLICATION NO. 400 AS IN 
EFFECT];  provided, however, that, to the extent of any inconsistency between 
the terms of this Letter of Credit and the UCP, the terms of this Letter of 
Credit shall govern.

SECTION 9.  Miscellaneous.  This Letter of Credit may not be transferred 
or assigned, either in whole or in part.  This Letter of Credit sets forth in 
full our undertaking, and such undertaking shall not in any way be modified, 
amended, amplified, or limited by reference to any document, instrument, or 
agreement referred to herein.

Very truly yours,


BANK OF AMERICA NATIONAL TRUST AND 
SAVINGS ASSOCIATION


By      
   Title:

                              ATTACHMENT 1

 
                  CERTIFICATE OF DEMAND FOR PAYMENT

      _____________, 19__


BANK OF AMERICA NATIONAL TRUST AND 
  SAVINGS ASSOCIATION
[Address]
[Address]
Telecopy:  ____________

Attention:  [Name]
            [Title]


     Re:  Irrevocable Standby Letter of Credit No. -   

The undersigned, a duly Authorized Officer of _____________ (the 
"Beneficiary"), hereby certifies to Bank of America National Trust and Savings 
Association (the "Issuer") that:

(a)  Unless otherwise defined, all capitalized terms used herein 
have the meanings assigned thereto in the Irrevocable Standby Letter of 
Credit No.__ (the "Letter of Credit"), dated ____________, 19__, issued by 
the Issuer on the application of FUTURE PETROLEUM CORPORATION (the 
"Account Party").


3/[(b)  The Beneficiary is making a demand for payment in lawful 
money of the United States of America under the Letter of Credit in the 
amount of $_________, which will be applied to payment of the obligations 
of the Account Party in connection with _________ under the __________ 
Agreement (the "Agreement").  The amount being demanded hereunder is now 
due and owing under the Agreement and payment of the amount being demanded 
hereunder was demanded of the Account Party on _____________ (which is not 
less than five Business Days prior to the date hereof), and has not yet 
been paid.  The amount demanded hereby does not on the date hereof, and 
will not on the date payment hereunder is required to be made after giving 
effect to all other amounts demanded under the Letter of Credit, exceed 
the Stated Amount of the Letter of Credit.] 

[(b)  The Beneficiary is making a demand for payment in lawful money 
of the United States of America under the Letter of Credit in the amount 
of $__________, which is the entire Stated Amount of the Letter of Credit 
as in effect on the date hereof, following its receipt of a written notice 
from you stating that an Event of Default has occurred and is continuing 
and, as a result thereof, the Letter of Credit will be terminated.]

(c)  Upon its receipt of the amount demanded under the Letter of 
Credit, the Beneficiary will

(i)  apply such amount directly to the payment of the Account 
Party's obligations under the _________ Agreement; and

(ii)  if after the application of proceeds described in clause 
(i) such obligations will be paid in full, deliver to you the 
original copy of the Letter of Credit, all releases as you may 
reasonably request, and all security, if any, held in respect of 
such obligations.

(d)  [Insert disbursement instructions.]

IN WITNESS WHEREOF, the Beneficiary has caused its Authorized Officer to 
execute and deliver this Certificate as of _________ __, 19__.


[Name of Beneficiary]


By      
   Title:


                              ATTACHMENT 2


                      CERTIFICATE OF REDUCTION


BANK OF AMERICA NATIONAL TRUST
  AND SAVINGS ASSOCIATION
[Address]
[Address]
Telecopy:  ____________

Attention:  [Name]
            [Title]


     Re:  Irrevocable Standby Letter of Credit No.-   


The undersigned, a duly Authorized Officer of                      (the 
"Beneficiary"), hereby requests Bank of America National Trust and Savings 
Association (the "Issuer"), to reduce the Stated Amount of the Irrevocable 
Standby Letter of Credit No. ___ (the "Letter of Credit"), dated _____________, 
19__, issued on the application of FUTURE PETROLEUM CORPORATION4/from _________
to __________.

Unless otherwise defined herein, all capitalized terms used herein and 
defined in the Letter of Credit shall be used herein as so defined.

IN WITNESS WHEREOF, the Beneficiary has caused its Authorized Officer to 
execute and deliver this Certificate as of ___________, 19__.

[Name of Beneficiary]


By      
   Title:

                             TABLE OF CONTENTS

SECTION                                                            PAGE

ARTICLE IDEFINITIONS AND ACCOUNTING TERMS                         -2-
1.1.       Defined Terms                                          -2-
1.2.       Use of Defined Terms                                   -28-
1.3.       Cross-References                                       -29-
1.4.       Accounting and Financial Determinations                -30-

ARTICLE IICOMMITMENTS, BORROWING PROCEDURES AND NOTES             -30-
2.1.       Commitments                                            -30-
2.1.1.     Tranche A Commitment                                   -31-
2.1.2.     Tranche B Commitment.                                  -31-
2.1.3.     Letters of Credit                                      -31-
2.1.4.     Lender Not Required To Make Loans, etc. Under Certain 
           Circumstances                                          -31-
2.2.       Reduction of Commitment Amounts                        -32-
2.2.1.     Optional                                               -32-
2.2.2.     Mandatory                                              -32-
2.3.       Borrowing Procedure                                    -33-
2.4.       Continuation and Conversion Elections                  -33-
2.5.       Loan Accounts and Notes                                -33-
2.6.       Borrowing Base Redetermination and Collateral Value 
           Redetermination                                        -34-
2.7.       Purposes                                               -35-

ARTICLE IIIREPAYMENTS, PREPAYMENTS, INTEREST AND FEES             -36-
3.1.       Repayments and Prepayments and Certain Borrowing 
           Base Matters                                           -36-
3.1.1.     Repayments and Prepayments                             -37-
3.1.2.     Borrowing Base Deficiencies, Collateral Value Deficiencies 
           and Asset Sales                                        -38-
3.2.       Interest Provisions                                    -40-
3.2.1.     Rate.                                                  -40-
3.2.2.     Post-Maturity Rates, etc                               -41-
3.2.3.     Payment Dates                                          -41-
3.2.4.     Maximum Interest                                       -42-
3.3.       Fees                                                   -43-
3.3.1.     Structuring Fee                                        -43-
3.3.2.     Closing Fee                                            -43-
3.3.3.     Engineering and Redetermination Fee                    -43-
3.3.4.     Commitment Fees                                        -43-
3.3.5.     Letter of Credit Stated Amount Fee                     -43-
3.3.6.     Letter of Credit Issuance Fee                          -44-
3.3.7.     Letter of Credit Administrative Fees                   -44-
3.4.       Proceds Account                                        -44-

ARTICLE IVLETTERS OF CREDIT                                       -44-
4.1.       Issuance Requests                                      -44-
4.2.       Issuances and Extensions                               -45-
4.3.       Expenses                                               -47-
4.4.       Disbursements                                          -47-
4.5.       Reimbursement                                          -47-
4.6.       Deemed Disbursements                                   -48-
4.7.       Nature of Reimbursement Obligations                    -49-
4.8.       Increased Costs; Indemnity                             -50-

ARTICLE VCERTAIN INTEREST RATE AND OTHER PROVISIONS               -52-
5.1.       LIBO Rate Lending Unlawful                             -52-
5.2.       Deposits Unavailable                                   -52-
5.3.       Increased Loan Costs, etc.                             -52-
5.4.       Funding Losses                                         -53-
5.5.       Increased Capital Costs                                -54-
5.6.       Taxes                                                  -54-
5.7.       Payments, Computations, etc.                           -55-
5.8.       Setoff                                                 -56-
5.9.       Use of Proceeds                                        -56-

ARTICLE VICONDITIONS PRECEDENT                                    -56-
6.1.       Initial Credit Extension                               -56-
6.1.1.     Resolutions, etc                                       -57-
6.1.2.     Delivery of Notes                                      -57-
6.1.3.     Guaranties                                             -57-
6.1.4.     Pledge Agreements                                      -57-
6.1.5.     Security Agreement                                     -58-
6.1.6.     Consents and Mortgage Consents                         -58-
6.1.7.     Mortgage                                               -58-
6.1.8.     Opinions of Counsel                                    -59-
6.1.9.     UCC-11s                                                -60-
6.1.10.    Evidence of Insurance                                  -60-
6.1.11.    Engineering Reports                                    -60-
6.1.12.    Environmental Report                                   -60-
6.1.13.    Budget                                                 -60-
6.1.14.    Amended and Restated Security Documents                -60-
6.1.15.    Other Documents                                        -61-
6.1.16.    Closing Fees, Expenses, etc                            -61-
6.2.       Inclusion of Hydrocarbon Interests in the 
           Borrowing Base                                         -61-
6.2.1.     Environmental Report                                   -61-
6.2.2.     Mortgage                                               -61-
6.2.3.     UCC-11s                                                -62-
6.2.4.     Evidence of Insurance                                  -62-
6.2.5.     Engineering Reports                                    -62-
6.2.6.     Material Contracts and Related Consents; 
           Security Agreement                                     -62-
6.2.7.     Guaranties                                             -63-
6.2.8.     Additional Stock or Partnership Pledge                 -63-
6.2.9.     Other Documents.                                       -63-
6.3.       Loan in Connection with the Bargo-Future Transaction   -63-
6.3.1.     Bargo-Future Agreement                                 -63-
6.3.2.     Security Documents                                     -64-
6.3.3.     Consents, Mortgage Consent and Approvals               -64-
6.3.4.     Opinion of Counsel                                     -64-
6.3.5.     Pro Forma Financials                                   -64-
6.3.6.     Other Documents                                        -64-
6.4.       Raccoon Bend Deposit Loan.                             -64-
6.4.1.     Acquisition Agreement.                                 -64-
6.4.2.     Other Documents                                        -65-
6.5.       EnCap Pay-off Loan.                                    -65-
6.5.1.     Documentation                                          -65-
6.5.2.     Completion of Acquisitions                             -65-
6.5.3.     Other Documents                                        -65-
6.6.       All Credit Extensions                                  -65-
6.6.1.     Compliance with Warranties, No Default, etc            -65-
6.6.2.     Credit Request                                         -66-
6.6.3.     Satisfactory Legal Form                                -66-

ARTICLE VIIREPRESENTATIONS AND WARRANTIES                         -66-
7.1.       Organization, etc.                                     -66-
7.2.       Due Authorization, Non-Contravention, etc.             -67-
7.3.       Government Approval, Regulation, etc.                  -67-
7.4.       Investment Company Act                                 -67-
7.5.       Public Utility Holding Company Act                     -68-
7.6.       Validity, etc.                                         -68-
7.7.       Financial Information                                  -68-
7.8.       No Material Adverse Change                             -68-
7.9.       Litigation, Labor Controversies, etc.                  -68-
7.10.      Ownership of Properties                                -69-
7.11.      Taxes                                                  -69-
7.12.      Pension and Welfare Plans                              -69-
7.13.      Compliance with Law                                    -69-
7.14.      Claims and Liabilities                                 -70-
7.15.      No Prohibition on Perfection of Security Documents     -70-
7.16.      Solvency                                               -70-
7.17.      Environmental Warranties                               -70-
7.18.      Regulations G, U and X                                 -72-
7.19.      Year 2000 Compliance                                   -72-
7.20.      Insurance                                              -73-
7.21.      Accuracy of Information                                -73-

ARTICLE VIIICOVENANTS                                             -73-
8.1.       Affirmative Covenants                                  -73-
8.1.1.     Financial Information, Reports, Notices, etc           -73-
8.1.2.     Compliance with Laws, etc                              -77-
8.1.3.     Maintenance and Development of Properties              -77-
8.1.4.     Insurance                                              -78-
8.1.5.     Books and Records                                      -79-
8.1.6.     Environmental Covenant                                 -79-
8.1.7.     Further Assurances                                     -80-
8.1.8.     Additional Equity.                                     -81-
8.1.9.     Elimination of Subordinated Indebtedness.              -82-
8.2.       Negative Covenants                                     -82-
8.2.1.     Business Activities                                    -82-
8.2.2.     Indebtedness                                           -82-
8.2.3.     Liens                                                  -83-
8.2.4.     Financial Condition                                    -87-
8.2.5.     Investments                                            -87-
8.2.6.     Restricted Payments, etc                               -89-
8.2.7.     Rental Obligations                                     -89-
8.2.8.     Consolidation, Merger, etc                             -90-
8.2.9.     Asset Dispositions, etc                                -90-
8.2.10.    Modification of Certain Documents                      -90-
8.2.11.    Transactions with Affiliates                           -91-
8.2.12.    Negative Pledges, Restrictive Agreements, etc          -91-
8.2.13.    Take or Pay Contracts                                  -91-
8.2.14.    Hydrocarbon Hedging                                    -92-

ARTICLE IXEVENTS OF DEFAULT                                       -92-
9.1.       Listing of Events of Default                           -92-
9.1.1.     Non-Payment of Obligations                             -92-
9.1.2.     Breach of Warranty                                     -92-
9.1.3.     Non-Performance of Certain Covenants and Obligations   -93-
9.1.4.     Non-Performance of Other Covenants and Obligations     -93-
9.1.5.     Default on Other Indebtedness                          -93-
9.1.6.     Judgments                                              -93-
9.1.7.     Pension Plans                                          -94-
9.1.8.     Control of the Borrower                                -94-
9.1.9.     Bankruptcy, Insolvency, etc                            -94-
9.1.10.    Impairment of Security, etc                            -95-
9.1.11.    Material Adverse Effect                                -95-
9.2.       Action if Bankruptcy                                   -95-
9.3.       Action if Other Event of Default                       -95-
9.4.       Rights Not Exclusive                                   -96-

ARTICLE XMISCELLANEOUS PROVISIONS                                 -96-
10.1.      Waivers, Amendments, etc.                              -96-
10.2.      Notices                                                -96-
10.3.      Payment of Costs and Expenses                          -97-
10.4.      Indemnification                                        -98-
10.5.      Survival                                               -99-
10.6.      Severability                                           -99-
10.7.      Headings                                               -100-
10.8.      Execution in Counterparts, Effectiveness, etc.         -100-
10.9.      Governing Law; Entire Agreement                        -100-
10.10.     Successors and Assigns                                 -100-
10.11.     Sale and Transfer of Loans and Notes; Participations in 
           Loans and Notes                                        -101-
10.11.1.   Assignments                                            -101-
10.11.2.   Participations                                         -102-
10.12.     Forum Selection and Consent to Jurisdiction            -103-
10.13.     Waiver of Jury Trial                                   -104-
10.14.     Notice                                                 -105-






SCHEDULE I          Disclosure Schedule
SCHEDULE II         Subsidiaries
SCHEDULE III        Certain Consents and Mortgage Consents
SCHEDULE IV         Certain Acquired Properties

EXHIBIT A           Form of Secured Promissory Note
EXHIBIT B           Form of Security Agreement
EXHIBIT C-1         Form of Borrowing Request
EXHIBIT C-2         Form of Continuation/Conversion Notice
EXHIBIT D           Form of Guaranty
EXHIBIT E-1         Form of California Mortgage
EXHIBIT E-2         Form of Multi-State Mortgage
EXHIBIT F-1         Form of Pledge Agreement (Partnership Interests)
EXHIBIT F-2         Form of Pledge Agreement (Stock)
EXHIBIT G           Form of Lender Assignment Notice
EXHIBIT H           Form of Opinion of Counsel to the Borrower, et al.
EXHIBIT I-1         Form of Pre-Closing Title Opinion of Special Counsel to the 
Borrower
EXHIBIT I-2         Form of Post-Closing Title Opinion of Special Counsel to the
Borrower
EXHIBIT J           Form of Consent
EXHIBIT K           Form of Issuance Request
EXHIBIT L           Form of Letter of Credit

 
                              EXHIBIT 99.10


                            PLEDGE AGREEMENT
                                (Stock)


     THIS PLEDGE AGREEMENT (this "Pledge Agreement"), dated as of December 15, 
1998, made by BARGO ENERGY COMPANY, a Texas general partnership, (the 
"Pledgor"), in favor of 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 the Amended and Restated Credit Agreement, dated as 
of December 4, 1998 (together with all amendments and other modifications, if 
any, from time to time thereafter made thereto, the "Credit Agreement"), between
FUTURE PETROLEUM CORPORATION, a Utah corporation (the "Borrower") and the 
Lender, the Lender has extended Commitments to make Loans to, and issue Letters 
of Credit at the request of, the Borrower; and

     WHEREAS, 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 Lender or an Affiliate of the 
Lender, pursuant to the terms of the Credit Agreement;

     WHEREAS, as a condition precedent to the making of certain Loans and the 
issuance of Letters of Credit under the Credit Agreement, and the Lender's or 
such Affiliate of the Lender's obligations under the Hedging Agreements referred
to above, the Pledgor is required to execute and deliver this Pledge Agreement; 
and

     WHEREAS, the Pledgor has duly authorized the execution, delivery and 
performance of this Pledge Agreement; 

     NOW THEREFORE, for good and valuable consideration the receipt of which is 
hereby acknowledged, and in order to induce the Lender to make Loans to, and to 
issue Letters of Credit at the request of, the Borrower pursuant to the Credit 
Agreement, and to induce the Lender or such Affiliate of the Lender to enter 
into Hedging Agreements with the Borrower or an affiliate of the Borrower, the 
Pledgor agrees, for the benefit of the Lender, as follows:



                              ARTICLE I

                             DEFINITIONS

     SECTION I.1     Certain Terms.  The following terms (whether or not 
underscored) when used in this Pledge Agreement, including its preamble and 
recitals, shall have the following meanings (such definitions to be equally 
applicable to the singular and plural forms thereof):

     "Borrower" is defined in the first recital.

     "Collateral" is defined in Section 2.1.

     "Credit Agreement" is defined in the first recital.

     "Distributions" means all stock dividends, liquidating dividends, shares 
of stock resulting from (or in connection with the exercise of) stock splits, 
reclassifications, warrants, options, non-cash dividends, mergers, 
consolidations, and all other distributions (whether similar or dissimilar to 
the foregoing) on or with respect to any Pledged Shares or other shares of 
capital stock constituting Collateral, but shall not include Dividends.

     "Dividends" means cash dividends and cash distributions with respect to 
any Pledged Shares or other Pledged Property made in the ordinary course of 
business and not a liquidating dividend.

     "Lender" is defined in the preamble.

     "Pledge Agreement" is defined in the preamble.

     "Pledged Property" means all Pledged Shares, and all other pledged shares 
of capital stock, all other securities, all assignments of any amounts due or to
become due with respect to the Pledged Shares, all other instruments which are 
now being delivered by the Pledgor to the Lender or may from time to time 
hereafter be delivered by the Pledgor to the Lender for the purpose of pledge 
under this Pledge Agreement or any other Loan Document, and all proceeds of any 
of the foregoing.

     "Pledged Share Issuer" means each Person identified in Attachment 1 hereto 
as the issuer of the Pledged Shares identified opposite the name of such Person.

     "Pledged Shares" means all shares of capital stock of any Pledged Share 
Issuer which are delivered by the Pledgor to the Lender as Pledged Property 
hereunder.

     "Pledgor" is defined in the preamble.

     "Secured Obligations" is defined in Section 2.2.

     "Securities Act" is defined in Section 6.2.

     "U.C.C." means the Uniform Commercial Code as in effect in the State of 
Illinois.

     SECTION I.2     Credit Agreement Definitions.  Unless otherwise defined 
herein or the context otherwise requires, terms used in this Pledge Agreement, 
including its preamble and recitals, have the meanings provided in the Credit 
Agreement.

     SECTION I.3     U.C.C. Definitions.  Unless otherwise defined herein or 
the context otherwise requires, terms for which meanings are provided in the 
U.C.C. are used in this Pledge Agreement, including its preamble and recitals, 
with such meanings.


                              ARTICLE II

                                PLEDGE

     SECTION II.1     Grant of Security Interest.  The Pledgor hereby pledges, 
hypothecates, assigns, charges, mortgages, delivers, and transfers to the 
Lender, and hereby grants to the Lender a continuing security interest in, all 
of the following property (the "Collateral"):

          II.1.1     All issued and outstanding shares of capital stock of 
     each Pledged Share Issuer identified in Attachment 1 hereto.

          II.1.2     All other Pledged Shares issued from time to time.

          II.1.3     All other Pledged Property, whether now or hereafter 
     delivered to the Lender in connection with this Pledge Agreement.

          II.1.4     All Dividends, Distributions, interest, and other 
     payments and rights with respect to any Pledged Property.

          II.1.5     All proceeds of any of the foregoing. 

     SECTION II.2     Security for Obligations.  This Pledge 
Agreement secures the prompt payment and performance in full of (a) all 
Obligations now or hereafter existing under the Credit Agreement, the Notes and 
each other Loan Document, whether for principal, interest, costs, fees, 
expenses, or otherwise, including without limitation, Reimbursement Obligations,
and (b) all other obligations of the Borrower or the Pledgor to the Lender or 
any Affiliate of the Lender, now or hereafter owing, howsoever created, arising 
or evidenced, whether direct or indirect, primary or secondary, fixed or 
absolute 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 the Hedging Agreements, between the Borrower or 
any other Affiliate or now or hereafter existing or due or to become due and (c)
all other obligations of the Borrower or any Affiliate of the Borrower and the 
Lender or any Affiliate of the Lender, howsoever created, arising or evidenced, 
whether direct or indirect, absolute or contingent or now or hereafter existing 
or due or to become due (all such Obligations and other obligations being the 
"Secured Obligations").

     SECTION II.3     Delivery of Pledged Property.  All certificates or 
instruments representing or evidencing any Collateral, including all Pledged 
Shares, shall be delivered to and held by or on behalf of the Lender pursuant 
hereto, shall be in suitable form for transfer by delivery, and shall be 
accompanied by all necessary instruments of transfer or assignment, duly 
executed in blank.

     SECTION II.4     Dividends on Pledged Shares.  In the event that any 
Dividend is to be paid on any Pledged Share at a time when no Default has 
occurred and is continuing, such Dividend may be paid directly to the Pledgor. 
If any such Default has occurred and is continuing then any such Dividend shall 
be paid directly to the Lender.

     SECTION II.5     Continuing Security Interest.  This Pledge Agreement 
shall create a continuing security interest in the Collateral and shall 

          II.5.1     Remain in full force and effect until payment in full of 
     all Secured Obligations and the termination of the Commitments and any 
     other commitments of the Lender to the Pledgor,

          II.5.2     Be binding upon the Pledgor and its successors, 
     transferees and assigns, and

          II.5.3     Inure to the benefit of the Lender and its successors, 
     transferees, and assigns.


Without limiting the foregoing clause 2.5.3, the Lender may assign or otherwise 
transfer (in whole or in part) any Note or Loan to any other Person or entity, 
and such other Person or entity shall thereupon become vested with all the 
rights and benefits in respect thereof granted to the Lender under any Loan 
Document (including this Pledge Agreement) or otherwise, subject, however, to 
any contrary provisions in such assignment or transfer, and to the provisions of
Section 10.11 of the Credit Agreement.  Upon the indefeasible payment in full of
all principal and interest comprising the Secured Obligations and the 
termination of the Commitments and any other commitments of the Lender to the 
Pledgor, the security interest granted herein shall terminate and all rights to 
the Collateral shall revert to the Pledgor.  Upon any such termination, the 
Lender will, at the Pledgor's sole expense, deliver to the Pledgor, without any 
representations, warranties or recourse of any kind whatsoever, all certificates
and instruments representing or evidencing all Pledged Shares, together with all
other Collateral held by the Lender hereunder, and execute and deliver to the 
Pledgor such documents as the Pledgor shall reasonably request to evidence such 
termination.


                              ARTICLE III

                       REPRESENTATIONS AND WARRANTIES

     SECTION III.1     Warranties, etc.  The Pledgor represents and warrants 
unto the Lender, as at the date of each pledge and delivery hereunder (including
each pledge and delivery of Pledged Shares) by the Pledgor to the Lender of any 
Collateral, as set forth in this Article.

          III.1.1     Ownership, No Liens, etc.  The Pledgor is the legal and 
     beneficial owner of, and has good and marketable title to (and has full 
     right and authority to pledge and assign) such Collateral, free and clear 
     of all liens, security interests, options, or other charges or 
     encumbrances, except any lien or security interest granted pursuant hereto 
     in favor of the Lender.

          III.1.2     Valid Security Interest.  The delivery of such 
     Collateral to the Lender together with stock powers endorsed in blank is 
     effective to create a valid, perfected, first priority security interest 
     in such Collateral and all proceeds thereof, securing the Secured 
     Obligations.  No filing or other action will be necessary to perfect or 
     protect such security interest.

          III.1.3     As to Pledged Shares.  In the case of any Pledged Shares 
     constituting such Collateral, all of such Pledged Shares are duly 
     authorized and validly issued, fully paid, and non-assessable, and 
     constitute the percentage of the issued and outstanding shares of the 
     respective class of the capital stock of each Pledged Share Issuer as set 
     forth on Attachment 1 hereto.

          III.1.4     Authorization, Approval, etc.  No authorization, 
     approval, or other action by, and no notice to or filing with, any 
     governmental authority, regulatory body or any other Person is required 
     either 

               (a)     for the pledge by the Pledgor of any Collateral 
          pursuant to this Pledge Agreement or for the execution, delivery, 
          and performance of this Pledge Agreement by the Pledgor, or

               (b)     for the exercise by the Lender of the voting or other 
          rights provided for in this Pledge Agreement, or, except with 
          respect to any Pledged Shares, as may be required in connection with 
          a disposition of such Pledged Shares by laws affecting the offering 
          and sale of securities generally, the remedies in respect of the 
          Collateral pursuant to this Pledge Agreement.

          III.1.5     Compliance with Laws.  The Pledgor is in compliance with 
     the requirements of all applicable laws (including, without limitation, 
     the provisions of the Fair Labor Standards Act), rules, regulations and 
     orders of every governmental authority, the non-compliance with which 
     could materially adversely affect the business, properties, assets, 
     operations, condition (financial or otherwise) or prospects of the Pledgor 
     or the value of the Collateral or the worth of the Collateral as 
     collateral security.


                               ARTICLE IV

                               COVENANTS

     SECTION IV.1     Protect Collateral; Further Assurances, etc.  The Pledgor 
will not sell, assign, transfer, pledge, or encumber in any other manner the 
Collateral (except in favor of the Lender hereunder).  The Pledgor will warrant 
and defend the right and title herein granted unto the Lender in and to the 
Collateral (and all right, title, and interest represented by the Collateral) 
against the claims and demands of all Persons whomsoever.  The Pledgor agrees 
that at any time, and from time to time, at the expense of the Pledgor, the 
Pledgor will promptly execute and deliver all further instruments, and take all 
further action, that may be necessary or desirable, or that the Lender may 
reasonably request, in order to perfect and protect any security interest 
granted or purported to be granted hereby or to enable the Lender to exercise 
and enforce its rights and remedies hereunder with respect to any Collateral.

     SECTION IV.2     Stock Powers, etc.  The Pledgor agrees that all Pledged 
Shares (and all other shares of capital stock constituting Collateral) delivered
by the Pledgor pursuant to this Pledge Agreement will be accompanied by duly 
executed undated blank stock powers, or other equivalent instruments of transfer
acceptable to the Lender.  The Pledgor will, from time to time upon the request 
of the Lender, promptly deliver to the Lender such stock powers, instruments, 
and similar documents, satisfactory in form and substance to the Lender, with 
respect to the Collateral as the Lender may reasonably request and will, from 
time to time upon the request of the Lender after the occurrence of any Event of
Default, promptly transfer any Pledged Shares or other shares of common stock 
constituting Collateral into the name of any nominee designated by the Lender.


     SECTION IV.3     Continuous Pledge.  Subject to Section 2.4, the Pledgor 
will, at all times, keep pledged to the Lender pursuant hereto all Pledged 
Shares and all other shares of capital stock constituting Collateral, all 
Dividends and Distributions with respect thereto, and all other Collateral and 
other securities, instruments, proceeds, and rights from time to time received 
by or distributable to the Pledgor in respect of any Collateral.

     SECTION IV.4     Voting Rights; Dividends, etc.  The Pledgor agrees:

          IV.4.1     After any Default shall have occurred and be continuing, 
     promptly upon receipt thereof by the Pledgor and without any request 
     therefor by the Lender, to deliver (properly endorsed where required 
     hereby or requested by the Lender) to the Lender all Dividends, 
     Distributions, all interest, all principal, all other cash payments, and 
     all proceeds of the Collateral, all of which shall be held by the Lender 
     as additional Collateral for use in accordance with Section 6.4; and

          IV.4.2     After any Event of Default shall have occurred and be 
     continuing and the Lender has notified the Pledgor of the Lender's 
     intention to exercise its voting power under this Section 4.4.2

               (a)     the Lender may exercise (to the exclusion of the 
          Pledgor) the voting power and all other incidental rights of 
          ownership with respect to any Pledged Shares or other shares of 
          capital stock constituting Collateral and the Pledgor hereby grants 
          the Lender an irrevocable proxy, exercisable under such 
          circumstances, to vote the Pledged Shares and such other Collateral, 
          and

               (b)     promptly to deliver to the Lender such additional 
          proxies and other documents as may be necessary to allow the Lender 
          to exercise such voting power.


All Dividends, Distributions, interest, principal, cash payments, and proceeds 
which may at any time and from time to time be held by the Pledgor but which the
Pledgor is then obligated to deliver to the Lender, shall, until delivery to the
Lender, be held by the Pledgor separate and apart from its other property in 
trust for the Lender.  The Lender agrees that unless an Event of Default shall 
have occurred and be continuing and the Lender shall have given the notice 
referred to in Section 4.4.2, the Pledgor shall have the exclusive voting power 
with respect to any shares of capital stock (including any of the Pledged 
Shares) constituting Collateral and the Lender shall, upon the written request 
of the Pledgor, promptly deliver such proxies and other documents, if any, as 
shall be reasonably requested by the Pledgor which are necessary to allow the 
Pledgor to exercise voting power with respect to any such share of capital stock
(including any of the Pledged Shares) constituting Collateral; provided, 
however, that no vote shall be cast, or consent, waiver, or ratification given, 
or action taken by the Pledgor that would cause an Event of Default, impair any 
Collateral or be inconsistent with or violate any provision of the Credit 
Agreement or any other Loan Document (including this Pledge Agreement).

     SECTION IV.5     Additional Undertakings.  The Pledgor will not, without 
the prior written consent of the Lender, (a) sell, assign, transfer, pledge, or 
encumber in any other manner Pledgor's interest in the Pledged Share Issuer, or 
(b) permit any of the assets of the Pledged Share Issuer to be sold, assigned, 
transferred, pledged, or encumbered in any other manner.


                                ARTICLE V

                               THE LENDER

     SECTION V.1     Lender Appointed Attorney-in-Fact.  The Pledgor hereby 
irrevocably appoints the Lender the Pledgor's attorney-in-fact, with full 
authority in the place and stead of the Pledgor and in the name of the Pledgor 
or otherwise, from time to time in the Lender's discretion, to take any action 
and to execute any instrument which the Lender may deem necessary or advisable 
to accomplish the purposes of this Pledge Agreement, including without 
limitation:

          V.1.1     After the occurrence and continuance of a Default, to ask, 
     demand, collect, sue for, recover, compromise, receive and give 
     acquittance and receipts for moneys due and to become due under or in 
     respect of any of the Collateral.

          V.1.2     To receive, endorse, and collect any drafts or other 
     instruments, documents and chattel paper, in connection with Section 5.1.1 
     above.

          V.1.3     To file any claims or take any action or institute any 
     Proceedings which the Lender may deem necessary or desirable for the 
     collection of any of the Collateral or otherwise to enforce the rights of 
     the Lender with respect to any of the Collateral.

The Pledgor hereby acknowledges, consents and agrees that the power of attorney 
granted pursuant to this Section is irrevocable and coupled with an interest. 
Notwithstanding the foregoing, prior to the occurrence of an Event of Default, 
the Lender agrees that it shall first request that the Pledgor perform such 
action and, if the Pledgor shall not have performed such action within five (5) 
days following such request, the Lender shall be entitled to take such action 
pursuant hereto.


     SECTION V.2     Lender May Perform.  If the Pledgor fails to perform any 
agreement contained herein after being requested in writing to so perform, the 
Lender may itself perform, or cause performance of, such agreement, and the 
reasonable expenses of the Lender incurred in connection therewith shall be 
payable by the Pledgor pursuant to Section 6.5.

     SECTION V.3     Lender Has No Duty.  The powers conferred on the Lender 
hereunder are solely to protect its interest in the Collateral and shall not 
impose any duty on it to exercise any such powers.  Except for the reasonable 
care of any Collateral in its possession and the accounting for moneys actually 
received by it hereunder, the Lender shall have no duty as to any Collateral or 
responsibility for (a) ascertaining or taking action with respect to calls, 
conversions, exchanges, maturities, tenders or other matters relative to any 
Pledged Property, whether or not the Lender has or is deemed to have knowledge 
of such matters, or (b) taking any necessary steps to preserve rights against 
prior parties or any other rights pertaining to any Collateral.

     SECTION V.4     Reasonable Care.  The Lender is required to exercise 
reasonable care in the custody and preservation of any of the Collateral in its 
possession; provided, however, the Lender shall be deemed to have exercised 
reasonable care in the custody and preservation of any of the Collateral, if it 
takes such action for that purpose as the Pledgor reasonably requests in writing
at times other than upon the occurrence and during the continuance of any Event 
of Default, but failure of the Lender to comply with any such request at any 
time shall not in itself be deemed a failure to exercise reasonable care.


                                ARTICLE VI

                                REMEDIES

     SECTION VI.1     Certain Remedies.  If any Event of Default shall have 
occurred and be continuing:     

          VI.1.1     The Lender may exercise in respect of the Collateral, in 
     addition to other rights and remedies provided for herein or otherwise 
     available to it, all the rights and remedies of a secured party on default 
     under the U.C.C. (whether or not the U.C.C. applies to the affected 
     Collateral) and also may, without notice except as specified below, sell 
     the Collateral or any part thereof in one or more parcels at public or 
     private sale, at any of the Lender's offices or elsewhere, for cash, on 
     credit or for future delivery, and upon such other terms as the Lender may 
     deem commercially reasonable.  The Pledgor agrees that, to the extent 
     notice of sale shall be required by law, at least ten days' prior notice 
     to the Pledgor of the time and place of any public sale or the time after 
     which any private sale is to be made shall constitute reasonable 
     notification.  The Lender shall not be obligated to make any sale of 
     Collateral regardless of notice of sale having been given.  The Lender may 
     adjourn any public or private sale from time to time by announcement at 
     the time and place fixed therefor, and such sale may, without further 
     notice, be made at the time and place to which it was so adjourned.

          VI.1.2     The Lender may

               (a)     transfer all or any part of the Collateral into the 
          name of the Lender or its nominee, with or without disclosing that 
          such Collateral is subject to the lien and security interest 
          hereunder;

               (b)     notify the parties obligated on any of the Collateral 
          to make payment to the Lender of any amount due or to become due 
          thereunder;

               (c)     enforce collection of any of the Collateral by suit 
          or otherwise, and surrender, release or exchange all or any part 
          thereof, or compromise or extend or renew for any period (whether or 
          not longer than the original period) any obligations of any nature 
          of any party with respect thereto;

               (d)     endorse any checks, drafts, or other writings in the 
          Pledgor's name to allow collection of the Collateral;

               (e)     take control of any proceeds of the Collateral; and

               (f)     execute (in the name, place and stead of the Pledgor) 
          endorsements, assignments, stock powers and other instruments of 
          conveyance or transfer with respect to all or any of the Collateral.

     SECTION VI.2     Securities Laws.  If the Lender shall determine to 
exercise its right to sell all or any of the Collateral pursuant to Section 6.1,
the Pledgor agrees that, upon request of the Lender, the Pledgor will, at its 
own expense:

          VI.2.1     Execute and deliver, and cause each issuer of the 
     Collateral contemplated to be sold and the directors and officers thereof 
     to execute and deliver (in each case to the extent required by law), all 
     such instruments and documents, and do or cause to be done all such other 
     acts and things, as may be necessary or, in the opinion of the Lender, 
     advisable to register such Collateral under, or otherwise permit the 
     Collateral to be privately sold or transferred in compliance with, the 
     provisions of the Securities Act of 1933, as from time to time amended 
     (the "Securities Act"), and to cause the registration statement relating 
     thereto to become effective and to remain effective for such period as 
     prospectuses are required by law to be furnished, and to make all 
     amendments and supplements thereto and to the related prospectus which, in 
     the opinion of the Lender, are necessary or advisable, all in conformity 
     with the requirements of the Securities Act and the rules and regulations 
     of the Securities and Exchange Commission applicable thereto.
     
          VI.2.2     Use its best efforts to qualify the Collateral under, or 
     to permit the Collateral to be privately sold or transferred in compliance 
     with, the state securities or "Blue Sky" laws and to obtain all necessary 
     governmental approvals for the sale of the Collateral, as requested by the 
     Lender.

          VI.2.3     Cause each such issuer to make available to its security 
     holders, as soon as practicable, an earnings statement that will satisfy 
     the provisions of Section 11(a) of the Securities Act.

          VI.2.4     Do or cause to be done all such other acts and things as 
     may be necessary to make such sale of the Collateral or any part thereof 
     valid and binding and in compliance with applicable law.

     SECTION VI.3     Compliance with Restrictions.  The Pledgor agrees that in 
any sale of any of the Collateral whenever an Event of Default shall have 
occurred and be continuing, the Lender is hereby authorized to comply with any 
limitation or restriction in connection with such sale as it may be advised by 
counsel is necessary in order to avoid any violation of applicable law 
(including compliance with such procedures as may restrict the number of 
prospective bidders and purchasers, require that such prospective bidders and 
purchasers have certain qualifications, and restrict such prospective bidders 
and purchasers to persons who will represent and agree that they are purchasing 
for their own account for investment and not with a view to the distribution or 
resale of such Collateral), or in order to obtain any required approval of the 
sale or of the purchaser by any governmental regulatory authority or official, 
and the Pledgor further agrees that such compliance shall not result in such 
sale being considered or deemed not to have been made in a commercially 
reasonable manner, nor shall the Lender be liable nor accountable to the Pledgor
for any discount allowed by the reason of the fact that such Collateral is sold 
in compliance with any such limitation or restriction.

     SECTION VI.4     Application of Proceeds.  All cash proceeds received by 
the Lender in respect of any sale of, collection from, or other realization 
upon, all or any part of the Collateral may, in the discretion of the Lender, be
held by the Lender as additional collateral security for, or then or at any time
thereafter be applied (after payment of any amounts payable to the Lender 
pursuant to Sections 10.3 and 10.4 of the Credit Agreement and Section 6.5 
hereof) in whole or in part by the Lender against, all or any part of the 
Secured Obligations in such order as the Lender shall elect.  Any surplus of 
such cash or cash proceeds held by the Lender and remaining after payment in 
full of all the Secured Obligations, and the termination of all Commitments and 
any other commitments by the Lender to the Pledgor, shall be paid over to the 
Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

     SECTION VI.5     Indemnity and Expenses.  The Pledgor hereby indemnifies 
and holds harmless the Lender from and against any and all claims, losses, and 
liabilities arising out of or resulting from this Pledge Agreement (including 
enforcement of this Pledge Agreement), except claims, losses, or liabilities 
resulting from the Lender's gross negligence or wilful misconduct.  Upon demand,
the Pledgor will pay to the Lender the amount of any and all reasonable 
expenses, including the reasonable fees and disbursements of its counsel and of 
any experts and agents, which the Lender may incur in connection with:

               (a)     the exercise or enforcement of any of the rights of 
          the Lender hereunder; or

               (b)     the failure by the Pledgor to perform or observe any 
          of the provisions hereof.     


                              ARTICLE VII
     
                        MISCELLANEOUS PROVISIONS

     SECTION VII.1     Loan Document.  This Pledge Agreement is a Loan Document 
executed pursuant to the Credit Agreement and shall (unless otherwise expressly 
indicated herein) be construed, administered and applied in accordance with the 
terms and provisions thereof.

     SECTION VII.2     Amendments, etc.  No amendment to or waiver of 
any provision of this Pledge Agreement nor consent to any departure by the 
Pledgor herefrom shall in any event be effective unless the same shall be in 
writing and signed by the Lender, and then such waiver or consent shall be 
effective only in the specific instance and for the specific purpose for which 
it is given.

     SECTION VII.3     Protection of Collateral.  The Lender may from time 
to time, at its option, perform any act which the Pledgor agrees hereunder to 
perform and which the Pledgor shall fail to perform after being requested in 
writing so to perform (it being understood that no such request need be given 
after the occurrence and during the continuance of an Event of Default) and the 
Lender may from time to time take any other action which the Lender reasonably 
deems necessary for the maintenance, preservation or protection of any of the 
Collateral or of its security interest therein.

     SECTION VII.4     Addresses for Notices.  All notices and other 
communications provided to any party hereto under this Pledge Agreement shall be
in writing and shall be hand delivered or sent by a nationally recognized 
overnight courier, certified mail (return receipt requested), or telecopy to 
such party at its address or telecopy number set forth on the signature pages 
hereof or at such other address or telecopy number as may be designated by such 
party in a notice to the other party.  Without limiting any other means by which
a party may be able to provide that a notice has been received by the other 
party, a notice shall be deemed to be duly received (a) if sent by hand, on the 
date when left with a responsible person at the address of the recipient; (b) if
sent by certified mail, on the fifth business day after delivery to the U.S. 
Post Office; (c) if sent by overnight courier, on the first business day after 
delivery to such courier; or (d) if sent by telecopy, on the date of receipt by 
the sender of an acknowledgment or transmission reports generated by the machine
from which the telecopy was sent indicating that the telecopy was sent in its 
entirety to the recipient's telecopy number.

     SECTION VII.5     Section Captions.  Section captions used in this Pledge 
Agreement are for convenience of reference only, and shall not affect the 
construction of this Pledge Agreement.

     SECTION VII.6     Severability.  Wherever possible each provision of this 
Pledge Agreement shall be interpreted in such manner as to be effective and 
valid under applicable law, but if any provision of this Pledge Agreement shall 
be prohibited by or invalid under such law, such provision shall be ineffective 
to the extent of such prohibition or invalidity, without invalidating the 
remainder of such provision or the remaining provisions of this Pledge 
Agreement.

     SECTION VII.7     The Lender as Agent for its Affiliates.  As described 
above, certain Affiliates of the Lender are or may become parties to certain 
Hedging Agreements with the Pledgor and/or Affiliates of the Pledgor.  This 
Pledge Agreement secures the obligations of the Pledgor and such Affiliates, as 
the case may be, under such Hedging Agreements, and the parties hereto 
acknowledge for all purposes that the Lender acts as agent on behalf of such 
Affiliates of the Lender which are so entitled to share in the rights and 
benefits accruing to the Lender under this Pledge Agreement.

     SECTION VII.8     Governing Law, Entire Agreement, etc.  THIS 
PLEDGE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE 
INTERNAL LAWS OF THE STATE OF ILLINOIS, EXCEPT TO THE EXTENT THAT THE VALIDITY 
OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN 
RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION 
OTHER THAN THE STATE OF ILLINOIS.  THIS PLEDGE AGREEMENT AND THE OTHER LOAN 
DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH 
RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN
OR ORAL, WITH RESPECT THERETO.

       SECTION 7.9     Non-Recourse Nature of Liability.

             (a)     Notwithstanding anything to the contrary contained or 
implied in this Pledge Agreement, the Pledgor shall not be personally liable 
under any theory for any amount due under the Credit Agreement, the Notes or 
such other Loan Documents, and the Lender shall not seek a deficiency or 
personal judgment against the Pledgor for payment of the Obligations evidenced 
by the Credit Agreement, the Notes or such other Loan Documents.  No property or
assets of the Pledgor, other than the Collateral pledged pursuant to this Pledge
Agreement, shall be sold, levied upon or otherwise used to satisfy any judgment 
rendered in connection with any action brought against the Borrower or its 
Subsidiaries with respect to this Pledge Agreement, the Credit Agreement, the 
Notes or such other Loan Documents.

               (b)     Notwithstanding the provisions of Section 7.9(a) to the 
contrary, nothing contained in this Pledge Agreement, the Credit Agreement or 
any other Loan Document shall be construed to (i) impair or limit the rights of 
the Lender arising under this Pledge Agreement, or any other Security Document 
or other documents to which the Pledgor is a party thereto in its individual 
capacity; (ii) impair or limit any of the Obligations of the Borrower or its 
Subsidiaries under any Loan Document to which it is a party; (iii) impair or 
limit the validity of the indebtedness evidenced by this Pledge Agreement, the 
Credit Agreement, the Notes or the other Loan Documents or prevent the taking of
any action permitted by law against the Borrower or its Subsidiaries or the 
assets of the Borrower or its Subsidiaries or the proceeds of such assets; or 
(iv) prevent the commencement of any action, suit or proceeding against any 
Person (or prevent the service of papers under any Person) for the purpose of 
obtaining jurisdiction over the Borrower or its Subsidiaries.


     IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement 
to be duly executed and delivered by their respective officers thereunto duly 
authorized as of the day and year first above written.


                              BARGO ENERGY COMPANY,
                              a Texas general partner


                              By:   /s/ Timothy J. Goff  
                              Name: Timothy J. Goff
                              Title: Manager  

                              Address:    700 Louisiana Street
                                          Suite 3700
                                          Houston, Texas 77002

                              Facsimile No.: (713) 236-9799
                              Attention:     Timothy J. Goff




                              BANK OF AMERICA NATIONAL TRUST AND
                              SAVINGS ASSOCIATION


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

                              Address:    333 Clay Street
                                          Suite 4550
                                          Houston, TX 77002

                              Facsimile No.:     (713) 651-4888
                              Attention:      Richard A. Bernardy



                          ATTACHMENT 1
                              to 
                        Pledge Agreement

Pledged Shares
Pledged Share Issuer                     Common Stock
                     ________________________________________________________
                     Authorized    Outstanding    Number of Shares   % of Shares
                     Shares          Shares           Pledged          Pledged 

Future Petroleum     30,000,000     22,320066        7,078,333         31.71%
Corporation,
a Utah corporation

                                EXHIBIT 99.11

                             PLEDGE AGREEMENT
                                 (Stock)


     THIS PLEDGE AGREEMENT (this "Pledge Agreement"), dated as of December 15, 
1998, made by TJG INVESTMENTS, INC., a Texas corporation, (the "Pledgor"), in 
favor of 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 the Amended and Restated Credit Agreement, dated as 
of December 4, 1998 (together with all amendments and other modifications, if 
any, from time to time thereafter made thereto, the "Credit Agreement"), between
FUTURE PETROLEUM CORPORATION, a Utah corporation (the "Borrower") and the 
Lender, the Lender has extended Commitments to make Loans to, and issue Letters 
of Credit at the request of, the Borrower; and

     WHEREAS, 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 Lender or an Affiliate of the 
Lender, pursuant to the terms of the Credit Agreement;

     WHEREAS, as a condition precedent to the making of certain Loans and the 
issuance of Letters of Credit under the Credit Agreement, and the Lender's or 
such Affiliate of the Lender's obligations under the Hedging Agreements referred
to above, the Pledgor is required to execute and deliver this Pledge Agreement; 
and

     WHEREAS, the Pledgor has duly authorized the execution, delivery and 
performance of this Pledge Agreement; 

     NOW THEREFORE, for good and valuable consideration the receipt of which is 
hereby acknowledged, and in order to induce the Lender to make Loans to, and to 
issue Letters of Credit at the request of, the Borrower pursuant to the Credit 
Agreement, and to induce the Lender or such Affiliate of the Lender to enter 
into Hedging Agreements with the Borrower or an affiliate of the Borrower, the 
Pledgor agrees, for the benefit of the Lender, as follows:


                                ARTICLE I

                               DEFINITIONS

     SECTION I.1     Certain Terms.  The following terms (whether or not 
underscored) when used in this Pledge Agreement, including its preamble and 
recitals, shall have the following meanings (such definitions to be equally 
applicable to the singular and plural forms thereof):

     "Borrower" is defined in the first recital.

     "Collateral" is defined in Section 2.1.

     "Credit Agreement" is defined in the first recital.

     "Distributions" means all stock dividends, liquidating dividends, shares 
of stock resulting from (or in connection with the exercise of) stock splits, 
reclassifications, warrants, options, non-cash dividends, mergers, 
consolidations, and all other distributions (whether similar or dissimilar to 
the foregoing) on or with respect to any Pledged Shares or other shares of 
capital stock constituting Collateral, but shall not include Dividends.

     "Dividends" means cash dividends and cash distributions with respect to 
any Pledged Shares or other Pledged Property made in the ordinary course of 
business and not a liquidating dividend.

     "Lender" is defined in the preamble.

     "Pledge Agreement" is defined in the preamble.

     "Pledged Property" means all Pledged Shares, and all other pledged shares 
of capital stock, all other securities, all assignments of any amounts due or to
become due with respect to the Pledged Shares, all other instruments which are 
now being delivered by the Pledgor to the Lender or may from time to time 
hereafter be delivered by the Pledgor to the Lender for the purpose of pledge 
under this Pledge Agreement or any other Loan Document, and all proceeds of any 
of the foregoing.

     "Pledged Share Issuer" means each Person identified in Attachment 1 hereto 
as the issuer of the Pledged Shares identified opposite the name of such Person.

     "Pledged Shares" means all shares of capital stock of any Pledged Share 
Issuer which are delivered by the Pledgor to the Lender as Pledged Property 
hereunder.

     "Pledgor" is defined in the preamble.

     "Secured Obligations" is defined in Section 2.2.

     "Securities Act" is defined in Section 6.2.

     "U.C.C." means the Uniform Commercial Code as in effect in the State of 
Illinois.

     SECTION I.2     Credit Agreement Definitions.  Unless otherwise defined 
herein or the context otherwise requires, terms used in this Pledge Agreement, 
including its preamble and recitals, have the meanings provided in the Credit 
Agreement.

     SECTION I.3     U.C.C. Definitions.  Unless otherwise defined herein or 
the context otherwise requires, terms for which meanings are provided in the 
U.C.C. are used in this Pledge Agreement, including its preamble and recitals, 
with such meanings.


                                ARTICLE II

                                  PLEDGE

     SECTION II.1     Grant of Security Interest.  The Pledgor hereby pledges, 
hypothecates, assigns, charges, mortgages, delivers, and transfers to the 
Lender, and hereby grants to the Lender a continuing security interest in, all 
of the following property (the "Collateral"):

          II.1.1     All issued and outstanding shares of capital stock of 
     each Pledged Share Issuer identified in Attachment 1 hereto.

          II.1.2     All other Pledged Shares issued from time to time.

          II.1.3     All other Pledged Property, whether now or hereafter 
     delivered to the Lender in connection with this Pledge Agreement.

          II.1.4     All Dividends, Distributions, interest, and other 
     payments and rights with respect to any Pledged Property.

          II.1.5     All proceeds of any of the foregoing. 

     SECTION II.2     Security for Obligations.  This Pledge 
Agreement secures the prompt payment and performance in full of (a) all 
Obligations now or hereafter existing under the Credit Agreement, the Notes and 
each other Loan Document, whether for principal, interest, costs, fees, 
expenses, or otherwise, including without limitation, Reimbursement Obligations,
and (b) all other obligations of the Borrower or the Pledgor to the Lender or 
any Affiliate of the Lender, now or hereafter owing, howsoever created, arising 
or evidenced, whether direct or indirect, primary or secondary, fixed or 
absolute 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 the Hedging Agreements, between the Borrower or 
any other Affiliate or now or hereafter existing or due or to become due and (c)
all other obligations of the Borrower or any Affiliate of the Borrower and the 
Lender or any Affiliate of the Lender, howsoever created, arising or evidenced, 
whether direct or indirect, absolute or contingent or now or hereafter existing 
or due or to become due (all such Obligations and other obligations being the 
"Secured Obligations").

     SECTION II.3     Delivery of Pledged Property.  All certificates or 
instruments representing or evidencing any Collateral, including all Pledged 
Shares, shall be delivered to and held by or on behalf of the Lender pursuant 
hereto, shall be in suitable form for transfer by delivery, and shall be 
accompanied by all necessary instruments of transfer or assignment, duly 
executed in blank.

     SECTION II.4     Dividends on Pledged Shares.  In the event that any 
Dividend is to be paid on any Pledged Share at a time when no Default has 
occurred and is continuing, such Dividend may be paid directly to the Pledgor. 
If any such Default has occurred and is continuing then any such Dividend shall 
be paid directly to the Lender.

     SECTION II.5     Continuing Security Interest.  This Pledge Agreement 
shall create a continuing security interest in the Collateral and shall 

          II.5.1     Remain in full force and effect until payment in full of 
     all Secured Obligations and the termination of the Commitments and any 
     other commitments of the Lender to the Pledgor,

          II.5.2     Be binding upon the Pledgor and its successors, 
     transferees and assigns, and

          II.5.3     Inure to the benefit of the Lender and its successors, 
     transferees, and assigns.


Without limiting the foregoing clause 2.5.3, the Lender may assign or otherwise 
transfer (in whole or in part) any Note or Loan to any other Person or entity, 
and such other Person or entity shall thereupon become vested with all the 
rights and benefits in respect thereof granted to the Lender under any Loan 
Document (including this Pledge Agreement) or otherwise, subject, however, to 
any contrary provisions in such assignment or transfer, and to the provisions of
Section 10.11 of the Credit Agreement.  Upon the indefeasible payment in full of
all principal and interest comprising the Secured Obligations and the 
termination of the Commitments and any other commitments of the Lender to the 
Pledgor, the security interest granted herein shall terminate and all rights to 
the Collateral shall revert to the Pledgor.  Upon any such termination, the 
Lender will, at the Pledgor's sole expense, deliver to the Pledgor, without any 
representations, warranties or recourse of any kind whatsoever, all certificates
and instruments representing or evidencing all Pledged Shares, together with all
other Collateral held by the Lender hereunder, and execute and deliver to the 
Pledgor such documents as the Pledgor shall reasonably request to evidence such 
termination.


                               ARTICLE III

                     REPRESENTATIONS AND WARRANTIES

SECTION III.1     Warranties, etc.  The Pledgor represents and warrants 
unto the Lender, as at the date of each pledge and delivery hereunder (including
each pledge and delivery of Pledged Shares) by the Pledgor to the Lender of any 
Collateral, as set forth in this Article.

          III.1.1     Ownership, No Liens, etc.  The Pledgor is the legal and 
     beneficial owner of, and has good and marketable title to (and has full 
     right and authority to pledge and assign) such Collateral, free and clear 
     of all liens, security interests, options, or other charges or 
     encumbrances, except any lien or security interest granted pursuant hereto 
     in favor of the Lender.

          III.1.2     Valid Security Interest.  The delivery of such 
     Collateral to the Lender together with stock powers endorsed in blank is 
     effective to create a valid, perfected, first priority security interest 
     in such Collateral and all proceeds thereof, securing the Secured 
     Obligations.  No filing or other action will be necessary to perfect or 
     protect such security interest.

          III.1.3     As to Pledged Shares.  In the case of any Pledged Shares 
     constituting such Collateral, all of such Pledged Shares are duly 
     authorized and validly issued, fully paid, and non-assessable, and 
     constitute the percentage of the issued and outstanding shares of the 
     respective class of the capital stock of each Pledged Share Issuer as set 
     forth on Attachment 1 hereto.

          III.1.4     Authorization, Approval, etc.  No authorization, 
     approval, or other action by, and no notice to or filing with, any 
     governmental authority, regulatory body or any other Person is required 
     either 

               (a)     for the pledge by the Pledgor of any Collateral 
          pursuant to this Pledge Agreement or for the execution, delivery, 
          and performance of this Pledge Agreement by the Pledgor, or
     
               (b)     for the exercise by the Lender of the voting or other 
          rights provided for in this Pledge Agreement, or, except with 
          respect to any Pledged Shares, as may be required in connection with 
          a disposition of such Pledged Shares by laws affecting the offering 
          and sale of securities generally, the remedies in respect of the 
          Collateral pursuant to this Pledge Agreement.

          III.1.5     Compliance with Laws.  The Pledgor is in compliance with 
     the requirements of all applicable laws (including, without limitation, 
     the provisions of the Fair Labor Standards Act), rules, regulations and 
     orders of every governmental authority, the non-compliance with which 
     could materially adversely affect the business, properties, assets, 
     operations, condition (financial or otherwise) or prospects of the Pledgor 
     or the value of the Collateral or the worth of the Collateral as 
     collateral security.


                               ARTICLE IV

                               COVENANTS

     SECTION IV.1     Protect Collateral; Further Assurances, etc.  The Pledgor 
will not sell, assign, transfer, pledge, or encumber in any other manner the 
Collateral (except in favor of the Lender hereunder).  The Pledgor will warrant 
and defend the right and title herein granted unto the Lender in and to the 
Collateral (and all right, title, and interest represented by the Collateral) 
against the claims and demands of all Persons whomsoever.  The Pledgor agrees 
that at any time, and from time to time, at the expense of the Pledgor, the 
Pledgor will promptly execute and deliver all further instruments, and take all 
further action, that may be necessary or desirable, or that the Lender may 
reasonably request, in order to perfect and protect any security interest 
granted or purported to be granted hereby or to enable the Lender to exercise 
and enforce its rights and remedies hereunder with respect to any Collateral.

     SECTION IV.2     Stock Powers, etc.  The Pledgor agrees that all Pledged 
Shares (and all other shares of capital stock constituting Collateral) delivered
by the Pledgor pursuant to this Pledge Agreement will be accompanied by duly 
executed undated blank stock powers, or other equivalent instruments of transfer
acceptable to the Lender.  The Pledgor will, from time to time upon the request 
of the Lender, promptly deliver to the Lender such stock powers, instruments, 
and similar documents, satisfactory in form and substance to the Lender, with 
respect to the Collateral as the Lender may reasonably request and will, from 
time to time upon the request of the Lender after the occurrence of any Event of
Default, promptly transfer any Pledged Shares or other shares of common stock 
constituting Collateral into the name of any nominee designated by the Lender.

     SECTION IV.3     Continuous Pledge.  Subject to Section 2.4, the Pledgor 
will, at all times, keep pledged to the Lender pursuant hereto all Pledged 
Shares and all other shares of capital stock constituting Collateral, all 
Dividends and Distributions with respect thereto, and all other Collateral and 
other securities, instruments, proceeds, and rights from time to time received 
by or distributable to the Pledgor in respect of any Collateral.

     SECTION IV.4     Voting Rights; Dividends, etc.  The Pledgor agrees:

          IV.4.1     After any Default shall have occurred and be continuing, 
     promptly upon receipt thereof by the Pledgor and without any request 
     therefor by the Lender, to deliver (properly endorsed where required 
     hereby or requested by the Lender) to the Lender all Dividends, 
     Distributions, all interest, all principal, all other cash payments, and 
     all proceeds of the Collateral, all of which shall be held by the Lender 
     as additional Collateral for use in accordance with Section 6.4; and
     
          IV.4.2     After any Event of Default shall have occurred and be 
     continuing and the Lender has notified the Pledgor of the Lender's 
     intention to exercise its voting power under this Section 4.4.2
     
               (a)     the Lender may exercise (to the exclusion of the 
          Pledgor) the voting power and all other incidental rights of 
          ownership with respect to any Pledged Shares or other shares of 
          capital stock constituting Collateral and the Pledgor hereby grants 
          the Lender an irrevocable proxy, exercisable under such 
          circumstances, to vote the Pledged Shares and such other Collateral, 
          and

               (b)     promptly to deliver to the Lender such additional 
          proxies and other documents as may be necessary to allow the Lender 
          to exercise such voting power.


All Dividends, Distributions, interest, principal, cash payments, and proceeds 
which may at any time and from time to time be held by the Pledgor but which the
Pledgor is then obligated to deliver to the Lender, shall, until delivery to the
Lender, be held by the Pledgor separate and apart from its other property in 
trust for the Lender.  The Lender agrees that unless an Event of Default shall 
have occurred and be continuing and the Lender shall have given the notice 
referred to in Section 4.4.2, the Pledgor shall have the exclusive voting power 
with respect to any shares of capital stock (including any of the Pledged 
Shares) constituting Collateral and the Lender shall, upon the written request 
of the Pledgor, promptly deliver such proxies and other documents, if any, as 
shall be reasonably requested by the Pledgor which are necessary to allow the 
Pledgor to exercise voting power with respect to any such share of capital stock
(including any of the Pledged Shares) constituting Collateral; provided, 
however, that no vote shall be cast, or consent, waiver, or ratification given, 
or action taken by the Pledgor that would cause an Event of Default, impair any 
Collateral or be inconsistent with or violate any provision of the Credit 
Agreement or any other Loan Document (including this Pledge Agreement).

     SECTION IV.5     Additional Undertakings.  The Pledgor will not, without 
the prior written consent of the Lender, (a) sell, assign, transfer, pledge, or 
encumber in any other manner Pledgor's interest in the Pledged Share Issuer, or 
(b) permit any of the assets of the Pledged Share Issuer to be sold, assigned, 
transferred, pledged, or encumbered in any other manner.


                                ARTICLE V

                               THE LENDER

     SECTION V.1     Lender Appointed Attorney-in-Fact.  The Pledgor hereby 
irrevocably appoints the Lender the Pledgor's attorney-in-fact, with full 
authority in the place and stead of the Pledgor and in the name of the Pledgor 
or otherwise, from time to time in the Lender's discretion, to take any action 
and to execute any instrument which the Lender may deem necessary or advisable 
to accomplish the purposes of this Pledge Agreement, including without 
limitation:

          V.1.1     After the occurrence and continuance of a Default, to ask, 
     demand, collect, sue for, recover, compromise, receive and give 
     acquittance and receipts for moneys due and to become due under or in 
     respect of any of the Collateral.

          V.1.2     To receive, endorse, and collect any drafts or other 
     instruments, documents and chattel paper, in connection with Section 5.1.1 
     above.

          V.1.3     To file any claims or take any action or institute any 
     proceedings which the Lender may deem necessary or desirable for the 
     collection of any of the Collateral or otherwise to enforce the rights of 
     the Lender with respect to any of the Collateral.

The Pledgor hereby acknowledges, consents and agrees that the power of attorney 
granted pursuant to this Section is irrevocable and coupled with an interest. 
Notwithstanding the foregoing, prior to the occurrence of an Event of Default, 
the Lender agrees that it shall first request that the Pledgor perform such 
action and, if the Pledgor shall not have performed such action within five (5) 
days following such request, the Lender shall be entitled to take such action 
pursuant hereto.

     SECTION V.2     Lender May Perform.  If the Pledgor fails to perform any 
agreement contained herein after being requested in writing to so perform, the 
Lender may itself perform, or cause performance of, such agreement, and the 
reasonable expenses of the Lender incurred in connection therewith shall be 
payable by the Pledgor pursuant to Section 6.5.

     SECTION V.3     Lender Has No Duty.  The powers conferred on the Lender 
hereunder are solely to protect its interest in the Collateral and shall not 
impose any duty on it to exercise any such powers.  Except for the reasonable 
care of any Collateral in its possession and the accounting for moneys actually 
received by it hereunder, the Lender shall have no duty as to any Collateral or 
responsibility for (a) ascertaining or taking action with respect to calls, 
conversions, exchanges, maturities, tenders or other matters relative to any 
Pledged Property, whether or not the Lender has or is deemed to have knowledge 
of such matters, or (b) taking any necessary steps to preserve rights against 
prior parties or any other rights pertaining to any Collateral.

     SECTION V.4     Reasonable Care.  The Lender is required to exercise 
reasonable care in the custody and preservation of any of the Collateral in its 
possession; provided, however, the Lender shall be deemed to have exercised 
reasonable care in the custody and preservation of any of the Collateral, if it 
takes such action for that purpose as the Pledgor reasonably requests in writing
at times other than upon the occurrence and during the continuance of any Event 
of Default, but failure of the Lender to comply with any such request at any 
time shall not in itself be deemed a failure to exercise reasonable care.


                                ARTICLE VI

                                 REMEDIES
     
     SECTION VI.1     Certain Remedies.  If any Event of Default shall have 
occurred and be continuing:     


          VI.1.1     The Lender may exercise in respect of the Collateral, in 
     addition to other rights and remedies provided for herein or otherwise 
     available to it, all the rights and remedies of a secured party on default 
     under the U.C.C. (whether or not the U.C.C. applies to the affected 
     Collateral) and also may, without notice except as specified below, sell 
     the Collateral or any part thereof in one or more parcels at public or 
     private sale, at any of the Lender's offices or elsewhere, for cash, on 
     credit or for future delivery, and upon such other terms as the Lender may 
     deem commercially reasonable.  The Pledgor agrees that, to the extent 
     notice of sale shall be required by law, at least ten days' prior notice 
     to the Pledgor of the time and place of any public sale or the time after 
     which any private sale is to be made shall constitute reasonable 
     notification.  The Lender shall not be obligated to make any sale of 
     Collateral regardless of notice of sale having been given.  The Lender may 
     adjourn any public or private sale from time to time by announcement at 
     the time and place fixed therefor, and such sale may, without further 
     notice, be made at the time and place to which it was so adjourned.

          VI.1.2     The Lender may

               (a)     transfer all or any part of the Collateral into the 
          name of the Lender or its nominee, with or without disclosing that 
          such Collateral is subject to the lien and security interest 
          hereunder;

               (b)     notify the parties obligated on any of the Collateral 
          to make payment to the Lender of any amount due or to become due 
          thereunder;

               (c)     enforce collection of any of the Collateral by suit 
          or otherwise, and surrender, release or exchange all or any part 
          thereof, or compromise or extend or renew for any period (whether or 
          not longer than the original period) any obligations of any nature 
          of any party with respect thereto;

               (d)     endorse any checks, drafts, or other writings in the 
          Pledgor's name to allow collection of the Collateral;
     
               (e)     take control of any proceeds of the Collateral; and
          
               (f)     execute (in the name, place and stead of the Pledgor) 
          endorsements, assignments, stock powers and other instruments of 
          conveyance or transfer with respect to all or any of the Collateral.

     SECTION VI.2     Securities Laws.  If the Lender shall determine to 
exercise its right to sell all or any of the Collateral pursuant to Section 6.1,
the Pledgor agrees that, upon request of the Lender, the Pledgor will, at its 
own expense:

          VI.2.1     Execute and deliver, and cause each issuer of the 
     Collateral contemplated to be sold and the directors and officers thereof 
     to execute and deliver (in each case to the extent required by law), all 
     such instruments and documents, and do or cause to be done all such other 
     acts and things, as may be necessary or, in the opinion of the Lender, 
     advisable to register such Collateral under, or otherwise permit the 
     Collateral to be privately sold or transferred in compliance with, the 
     provisions of the Securities Act of 1933, as from time to time amended 
     (the "Securities Act"), and to cause the registration statement relating 
     thereto to become effective and to remain effective for such period as 
     prospectuses are required by law to be furnished, and to make all 
     amendments and supplements thereto and to the related prospectus which, in 
     the opinion of the Lender, are necessary or advisable, all in conformity 
     with the requirements of the Securities Act and the rules and regulations 
     of the Securities and Exchange Commission applicable thereto.
     
          VI.2.2     Use its best efforts to qualify the Collateral under, or 
     to permit the Collateral to be privately sold or transferred in compliance 
     with, the state securities or "Blue Sky" laws and to obtain all necessary 
     governmental approvals for the sale of the Collateral, as requested by the 
     Lender.

          VI.2.3     Cause each such issuer to make available to its security 
     holders, as soon as practicable, an earnings statement that will satisfy 
     the provisions of Section 11(a) of the Securities Act.
     
          VI.2.4     Do or cause to be done all such other acts and things as 
     may be necessary to make such sale of the Collateral or any part thereof 
     valid and binding and in compliance with applicable law.
     
     SECTION VI.3     Compliance with Restrictions.  The Pledgor agrees that in 
any sale of any of the Collateral whenever an Event of Default shall have 
occurred and be continuing, the Lender is hereby authorized to comply with any 
limitation or restriction in connection with such sale as it may be advised by 
counsel is necessary in order to avoid any violation of applicable law 
(including compliance with such procedures as may restrict the number of 
prospective bidders and purchasers, require that such prospective bidders and 
purchasers have certain qualifications, and restrict such prospective bidders 
and purchasers to persons who will represent and agree that they are purchasing 
for their own account for investment and not with a view to the distribution or 
resale of such Collateral), or in order to obtain any required approval of the 
sale or of the purchaser by any governmental regulatory authority or official, 
and the Pledgor further agrees that such compliance shall not result in such 
sale being considered or deemed not to have been made in a commercially 
reasonable manner, nor shall the Lender be liable nor accountable to the Pledgor
for any discount allowed by the reason of the fact that such Collateral is sold 
in compliance with any such limitation or restriction.

     SECTION VI.4     Application of Proceeds.  All cash proceeds received by 
the Lender in respect of any sale of, collection from, or other realization 
upon, all or any part of the Collateral may, in the discretion of the Lender, be
held by the Lender as additional collateral security for, or then or at any time
thereafter be applied (after payment of any amounts payable to the Lender 
pursuant to Sections 10.3 and 10.4 of the Credit Agreement and Section 6.5 
hereof) in whole or in part by the Lender against, all or any part of the 
Secured Obligations in such order as the Lender shall elect.  Any surplus of 
such cash or cash proceeds held by the Lender and remaining after payment in 
full of all the Secured Obligations, and the termination of all Commitments and 
any other commitments by the Lender to the Pledgor, shall be paid over to the 
Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

     SECTION VI.5     Indemnity and Expenses.  The Pledgor hereby indemnifies 
and holds harmless the Lender from and against any and all claims, losses, and 
liabilities arising out of or resulting from this Pledge Agreement (including 
enforcement of this Pledge Agreement), except claims, losses, or liabilities 
resulting from the Lender's gross negligence or wilful misconduct.  Upon demand,
the Pledgor will pay to the Lender the amount of any and all reasonable 
expenses, including the reasonable fees and disbursements of its counsel and of 
any experts and agents, which the Lender may incur in connection with:

               (a)     the exercise or enforcement of any of the rights of 
          the Lender hereunder; or

               (b)     the failure by the Pledgor to perform or observe any 
          of the provisions hereof.     


                              ARTICLE VII

                         MISCELLANEOUS PROVISIONS

     SECTION VII.1     Loan Document.  This Pledge Agreement is a Loan Document 
executed pursuant to the Credit Agreement and shall (unless otherwise expressly 
indicated herein) be construed, administered and applied in accordance with the 
terms and provisions thereof.

     SECTION VII.2     Amendments, etc.  No amendment to or waiver of 
any provision of this Pledge Agreement nor consent to any departure by the 
Pledgor herefrom shall in any event be effective unless the same shall be in 
writing and signed by the Lender, and then such waiver or consent shall be 
effective only in the specific instance and for the specific purpose for which 
it is given.

     SECTION VII.3     Protection of Collateral.  The Lender may from time 
to time, at its option, perform any act which the Pledgor agrees hereunder to 
perform and which the Pledgor shall fail to perform after being requested in 
writing so to perform (it being understood that no such request need be given 
after the occurrence and during the continuance of an Event of Default) and the 
Lender may from time to time take any other action which the Lender reasonably 
deems necessary for the maintenance, preservation or protection of any of the 
Collateral or of its security interest therein.

     SECTION VII.4     Addresses for Notices.  All notices and other 
communications provided to any party hereto under this Pledge Agreement shall be
in writing and shall be hand delivered or sent by a nationally recognized 
overnight courier, certified mail (return receipt requested), or telecopy to 
such party at its address or telecopy number set forth on the signature pages 
hereof or at such other address or telecopy number as may be designated by such 
party in a notice to the other party.  Without limiting any other means by which
a party may be able to provide that a notice has been received by the other 
party, a notice shall be deemed to be duly received (a) if sent by hand, on the 
date when left with a responsible person at the address of the recipient; (b) if
sent by certified mail, on the fifth business day after delivery to the U.S. 
Post Office; (c) if sent by overnight courier, on the first business day after 
delivery to such courier; or (d) if sent by telecopy, on the date of receipt by 
the sender of an acknowledgment or transmission reports generated by the machine
from which the telecopy was sent indicating that the telecopy was sent in its 
entirety to the recipient's telecopy number.

     SECTION VII.5     Section Captions.  Section captions used in this Pledge 
Agreement are for convenience of reference only, and shall not affect the 
construction of this Pledge Agreement.

     SECTION VII.6     Severability.  Wherever possible each provision of this 
Pledge Agreement shall be interpreted in such manner as to be effective and 
valid under applicable law, but if any provision of this Pledge Agreement shall 
be prohibited by or invalid under such law, such provision shall be ineffective 
to the extent of such prohibition or invalidity, without invalidating the 
remainder of such provision or the remaining provisions of this Pledge 
Agreement.

     SECTION VII.7     The Lender as Agent for its Affiliates.  As described 
above, certain Affiliates of the Lender are or may become parties to certain 
Hedging Agreements with the Pledgor and/or Affiliates of the Pledgor.  This 
Pledge Agreement secures the obligations of the Pledgor and such Affiliates, as 
the case may be, under such Hedging Agreements, and the parties hereto 
acknowledge for all purposes that the Lender acts as agent on behalf of such 
Affiliates of the Lender which are so entitled to share in the rights and 
benefits accruing to the Lender under this Pledge Agreement.

     SECTION VII.8     Governing Law, Entire Agreement, etc.  THIS 
PLEDGE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE 
INTERNAL LAWS OF THE STATE OF ILLINOIS, EXCEPT TO THE EXTENT THAT THE VALIDITY 
OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN 
RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION 
OTHER THAN THE STATE OF ILLINOIS.  THIS PLEDGE AGREEMENT AND THE OTHER LOAN 
DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH 
RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN
OR ORAL, WITH RESPECT THERETO.

     SECTION 7.9     Non-Recourse Nature of Liability.

     (a)     Notwithstanding anything to the contrary contained or implied in 
this Pledge Agreement, the Pledgor shall not be personally liable under any 
theory for any amount due under the Credit Agreement, the Notes or such other 
Loan Documents, and the Lender shall not seek a deficiency or personal judgment 
against the Pledgor for payment of the Obligations evidenced by the Credit 
Agreement, the Notes or such other Loan Documents.  No property or assets of the
Pledgor, other than the Collateral pledged pursuant to this Pledge Agreement, 
shall be sold, levied upon or otherwise used to satisfy any judgment rendered in
connection with any action brought against the Borrower or its Subsidiaries with
respect to this Pledge Agreement, the Credit Agreement, the Notes or such other 
Loan Documents.

     (b)     Notwithstanding the provisions of Section 7.9(a) to the contrary, 
nothing contained in this Pledge Agreement, the Credit Agreement or any other 
Loan Document shall be construed to (i) impair or limit the rights of the Lender
arising under this Pledge Agreement, or any other Security Document or other 
documents to which the Pledgor is a party thereto in its individual capacity; 
(ii) impair or limit any of the Obligations of the Borrower or its Subsidiaries 
under any Loan Document to which it is a party; (iii) impair or limit the 
validity of the indebtedness evidenced by this Pledge Agreement, the Credit 
Agreement, the Notes or the other Loan Documents or prevent the taking of any 
action permitted by law against the Borrower or its Subsidiaries or the assets 
of the Borrower or its Subsidiaries or the proceeds of such assets; or 
(iv) prevent the commencement of any action, suit or proceeding against any 
Person (or prevent the service of papers under any Person) for the purpose of 
obtaining jurisdiction over the Borrower or its Subsidiaries.


     IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement 
to be duly executed and delivered by their respective officers thereunto duly 
authorized as of the day and year first above written.


                                   TJG INVESTMENTS, INC., 
                                   a Texas corporation


                                   By:   /s/ Timothy J. Goff
                                   Name: Timothy J. Goff
                                   Title: Manager

                                   Address: 700 Louisiana Street
                                            Suite 3700
                                            Houston, Texas 77002

                                   Facsimile No.: (713) 236-9799

                                   Attention:     Timothy J. Goff




                                   BANK OF AMERICA NATIONAL TRUST AND
                                   SAVINGS ASSOCIATION


                                   By:   /s/ Richard A. Bernardy  
                                   Name: Richard A. Bernardy   
                                   Title: Vice President
     
                                   Address: 333 Clay Street
                                            Suite 4550
                                            Houston, TX 77002

                                   Facsimile No.:     (713) 651-4888

                                   Attention:      Richard A. Bernardy


                          ATTACHMENT 1
                               to 
                         Pledge Agreement





Pledged Shares

Pledged Share Issuer                    Common Stock       
                          
                 Authorized    Outstanding    Number of Shares   % of Shares 
                   Shares          Shares           Pledged         Pledged 
                 ______________________________________________________________
Future Petroleum  30,000,000    22,320,066        1,255,000         5.62%
Corporation,
a Utah corporation


                           EXHIBIT 99.12

                            PLEDGE AGREEMENT
                                 (Stock)


     THIS PLEDGE AGREEMENT (this "Pledge Agreement"), dated as of December 15, 
1998, made by James E. Sowell, an individual, (the "Pledgor"), in favor of 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 the Amended and Restated Credit Agreement, dated as 
of December 4, 1998 (together with all amendments and other modifications, if 
any, from time to time thereafter made thereto, the "Credit Agreement"), between
FUTURE PETROLEUM CORPORATION, a Utah corporation (the "Borrower") and the 
Lender, the Lender has extended Commitments to make Loans to, and issue Letters 
of Credit at the request of, the Borrower; and

     WHEREAS, 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 Lender or an Affiliate of the 
Lender, pursuant to the terms of the Credit Agreement;

     WHEREAS, as a condition precedent to the making of certain Loans and the 
issuance of Letters of Credit under the Credit Agreement, and the Lender's or 
such Affiliate of the Lender's obligations under the Hedging Agreements referred
to above, the Pledgor is required to execute and deliver this Pledge Agreement; 
and

     WHEREAS, the Pledgor has duly authorized the execution, delivery and 
performance of this Pledge Agreement; 

     NOW THEREFORE, for good and valuable consideration the receipt of which is 
hereby acknowledged, and in order to induce the Lender to make Loans to, and to 
issue Letters of Credit at the request of, the Borrower pursuant to the Credit 
Agreement, and to induce the Lender or such Affiliate of the Lender to enter 
into Hedging Agreements with the Borrower or an affiliate of the Borrower, the 
Pledgor agrees, for the benefit of the Lender, as follows:


                               ARTICLE I

                              DEFINITIONS

     SECTION I.1     Certain Terms.  The following terms (whether or not 
underscored) when used in this Pledge Agreement, including its preamble and 
recitals, shall have the following meanings (such definitions to be equally 
applicable to the singular and plural forms thereof):

     "Borrower" is defined in the first recital.

     "Collateral" is defined in Section 2.1.

     "Credit Agreement" is defined in the first recital.

     "Distributions" means all stock dividends, liquidating dividends, shares 
of stock resulting from (or in connection with the exercise of) stock splits, 
reclassifications, warrants, options, non-cash dividends, mergers, 
consolidations, and all other distributions (whether similar or dissimilar to 
the foregoing) on or with respect to any Pledged Shares or other shares of 
capital stock constituting Collateral, but shall not include Dividends.

     "Dividends" means cash dividends and cash distributions with respect to 
any Pledged Shares or other Pledged Property made in the ordinary course of 
business and not a liquidating dividend.

     "Lender" is defined in the preamble.

     "Pledge Agreement" is defined in the preamble.

     "Pledged Property" means all Pledged Shares, and all other pledged shares 
of capital stock, all other securities, all assignments of any amounts due or to
become due with respect to the Pledged Shares, all other instruments which are 
now being delivered by the Pledgor to the Lender or may from time to time 
hereafter be delivered by the Pledgor to the Lender for the purpose of pledge 
under this Pledge Agreement or any other Loan Document, and all proceeds of any 
of the foregoing.

     "Pledged Share Issuer" means each Person identified in Attachment 1 hereto 
as the issuer of the Pledged Shares identified opposite the name of such Person.

     "Pledged Shares" means all shares of capital stock of any Pledged Share 
Issuer which are delivered by the Pledgor to the Lender as Pledged Property 
hereunder.

     "Pledgor" is defined in the preamble.

     "Secured Obligations" is defined in Section 2.2.

     "Securities Act" is defined in Section 6.2.

     "U.C.C." means the Uniform Commercial Code as in effect in the State of 
Illinois.

     SECTION I.2     Credit Agreement Definitions.  Unless otherwise defined 
herein or the context otherwise requires, terms used in this Pledge Agreement, 
including its preamble and recitals, have the meanings provided in the Credit 
Agreement.

     SECTION I.3     U.C.C. Definitions.  Unless otherwise defined herein or 
the context otherwise requires, terms for which meanings are provided in the 
U.C.C. are used in this Pledge Agreement, including its preamble and recitals, 
with such meanings.


                               ARTICLE II

                                 PLEDGE

     SECTION II.1     Grant of Security Interest.  The Pledgor hereby pledges, 
hypothecates, assigns, charges, mortgages, delivers, and transfers to the 
Lender, and hereby grants to the Lender a continuing security interest in, all 
of the following property (the "Collateral"):

          II.1.1     All issued and outstanding shares of capital stock of 
     each Pledged Share Issuer identified in Attachment 1 hereto.
     
          II.1.2     All other Pledged Shares issued from time to time.

          II.1.3     All other Pledged Property, whether now or hereafter 
     delivered to the Lender in connection with this Pledge Agreement.

          II.1.4     All Dividends, Distributions, interest, and other 
     payments and rights with respect to any Pledged Property.

          II.1.5     All proceeds of any of the foregoing. 

     SECTION II.2     Security for Obligations.  This Pledge 
Agreement secures the prompt payment and performance in full of (a) all 
Obligations now or hereafter existing under the Credit Agreement, the Notes and 
each other Loan Document, whether for principal, interest, costs, fees, 
expenses, or otherwise, including without limitation, Reimbursement Obligations,
and (b) all other obligations of the Borrower or the Pledgor to the Lender or 
any Affiliate of the Lender, now or hereafter owing, howsoever created, arising 
or evidenced, whether direct or indirect, primary or secondary, fixed or 
absolute 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 the Hedging Agreements, between the Borrower or 
any other Affiliate or now or hereafter existing or due or to become due and (c)
all other obligations of the Borrower or any Affiliate of the Borrower and the 
Lender or any Affiliate of the Lender, howsoever created, arising or evidenced, 
whether direct or indirect, absolute or contingent or now or hereafter existing 
or due or to become due (all such Obligations and other obligations being the 
"Secured Obligations").

     SECTION II.3     Delivery of Pledged Property.  All certificates or 
instruments representing or evidencing any Collateral, including all Pledged 
Shares, shall be delivered to and held by or on behalf of the Lender pursuant 
hereto, shall be in suitable form for transfer by delivery, and shall be 
accompanied by all necessary instruments of transfer or assignment, duly 
executed in blank.

     SECTION II.4     Dividends on Pledged Shares.  In the event that any 
Dividend is to be paid on any Pledged Share at a time when no Default has 
occurred and is continuing, such Dividend may be paid directly to the Pledgor. 
If any such Default has occurred and is continuing then any such Dividend shall 
be paid directly to the Lender.

     SECTION II.5     Continuing Security Interest.  This Pledge Agreement 
shall create a continuing security interest in the Collateral and shall 

          II.5.1     Remain in full force and effect until payment in full of 
     all Secured Obligations and the termination of the Commitments and any 
     other commitments of the Lender to the Pledgor,

          II.5.2     Be binding upon the Pledgor and its successors, 
     transferees and assigns, and

          II.5.3     Inure to the benefit of the Lender and its successors, 
     transferees, and assigns.


Without limiting the foregoing clause 2.5.3, the Lender may assign or otherwise 
transfer (in whole or in part) any Note or Loan to any other Person or entity, 
and such other Person or entity shall thereupon become vested with all the 
rights and benefits in respect thereof granted to the Lender under any Loan 
Document (including this Pledge Agreement) or otherwise, subject, however, to 
any contrary provisions in such assignment or transfer, and to the provisions of
Section 10.11 of the Credit Agreement.  Upon the indefeasible payment in full of
all principal and interest comprising the Secured Obligations and the 
termination of the Commitments and any other commitments of the Lender to the 
Pledgor, the security interest granted herein shall terminate and all rights to 
the Collateral shall revert to the Pledgor.  Upon any such termination, the 
Lender will, at the Pledgor's sole expense, deliver to the Pledgor, without any 
representations, warranties or recourse of any kind whatsoever, all certificates
and instruments representing or evidencing all Pledged Shares, together with all
other Collateral held by the Lender hereunder, and execute and deliver to the 
Pledgor such documents as the Pledgor shall reasonably request to evidence such 
termination.


                               ARTICLE III

                     REPRESENTATIONS AND WARRANTIES

     SECTION III.1     Warranties, etc.  The Pledgor represents and warrants 
unto the Lender, as at the date of each pledge and delivery hereunder (including
each pledge and delivery of Pledged Shares) by the Pledgor to the Lender of any 
Collateral, as set forth in this Article.

          III.1.1     Ownership, No Liens, etc.  The Pledgor is the legal and 
     beneficial owner of, and has good and marketable title to (and has full 
     right and authority to pledge and assign) such Collateral, free and clear 
     of all liens, security interests, options, or other charges or 
     encumbrances, except any lien or security interest granted pursuant hereto 
     in favor of the Lender.

          III.1.2     Valid Security Interest.  The delivery of such 
     Collateral to the Lender together with stock powers endorsed in blank is 
     effective to create a valid, perfected, first priority security interest 
     in such Collateral and all proceeds thereof, securing the Secured 
     Obligations.  No filing or other action will be necessary to perfect or 
     protect such security interest.

          III.1.3     As to Pledged Shares.  In the case of any Pledged Shares 
     constituting such Collateral, all of such Pledged Shares are duly 
     authorized and validly issued, fully paid, and non-assessable, and 
     constitute  the percentage of the issued and outstanding shares of the 
     respective class of the capital stock of each Pledged Share Issuer as set 
     forth on Attachment 1 hereto.

          III.1.4     Authorization, Approval, etc.  No authorization, 
     approval, or other action by, and no notice to or filing with, any 
     governmental authority, regulatory body or any other Person is required 
     either 

               (a)     for the pledge by the Pledgor of any Collateral 
          pursuant to this Pledge Agreement or for the execution, delivery, 
          and performance of this Pledge Agreement by the Pledgor, or
     
               (b)     for the exercise by the Lender of the voting or other 
          rights provided for in this Pledge Agreement, or, except with 
          respect to any Pledged Shares, as may be required in connection with 
          a disposition of such Pledged Shares by laws affecting the offering 
          and sale of securities generally, the remedies in respect of the 
          Collateral pursuant to this Pledge Agreement.

          III.1.5     Compliance with Laws.  The Pledgor is in compliance with 
     the requirements of all applicable laws (including, without limitation, 
     the provisions of the Fair Labor Standards Act), rules, regulations and 
     orders of every governmental authority, the non-compliance with which 
     could materially adversely affect the business, properties, assets, 
     operations, condition (financial or otherwise) or prospects of the Pledgor 
     or the value of the Collateral or the worth of the Collateral as 
     collateral security.


                               ARTICLE IV

                               COVENANTS

     SECTION IV.1     Protect Collateral; Further Assurances, etc.  The Pledgor 
will not sell, assign, transfer, pledge, or encumber in any other manner the 
Collateral (except in favor of the Lender hereunder).  The Pledgor will warrant 
and defend the right and title herein granted unto the Lender in and to the 
Collateral (and all right, title, and interest represented by the Collateral) 
against the claims and demands of all Persons whomsoever.  The Pledgor agrees 
that at any time, and from time to time, at the expense of the Pledgor, the 
Pledgor will promptly execute and deliver all further instruments, and take all 
further action, that may be necessary or desirable, or that the Lender may 
reasonably request, in order to perfect and protect any security interest 
granted or purported to be granted hereby or to enable the Lender to exercise 
and enforce its rights and remedies hereunder with respect to any Collateral.

     SECTION IV.2     Stock Powers, etc.  The Pledgor agrees that all Pledged 
Shares (and all other shares of capital stock constituting Collateral) delivered
by the Pledgor pursuant to this Pledge Agreement will be accompanied by duly 
executed undated blank stock powers, or other equivalent instruments of transfer
acceptable to the Lender.  The Pledgor will, from time to time upon the request 
of the Lender, promptly deliver to the Lender such stock powers, instruments, 
and similar documents, satisfactory in form and substance to the Lender, with 
respect to the Collateral as the Lender may reasonably request and will, from 
time to time upon the request of the Lender after the occurrence of any Event of
Default, promptly transfer any Pledged Shares or other shares of common stock 
constituting Collateral into the name of any nominee designated by the Lender.

     SECTION IV.3     Continuous Pledge.  Subject to Section 2.4, the Pledgor 
will, at all times, keep pledged to the Lender pursuant hereto all Pledged 
Shares and all other shares of capital stock constituting Collateral, all 
Dividends and Distributions with respect thereto, and all other Collateral and 
other securities, instruments, proceeds, and rights from time to time received 
by or distributable to the Pledgor in respect of any Collateral.

     SECTION IV.4     Voting Rights; Dividends, etc.  The Pledgor agrees:

          IV.4.1     After any Default shall have occurred and be continuing, 
     promptly upon receipt thereof by the Pledgor and without any request 
     therefor by the Lender, to deliver (properly endorsed where required 
     hereby or requested by the Lender) to the Lender all Dividends, 
     Distributions, all interest, all principal, all other cash payments, and 
     all proceeds of the Collateral, all of which shall be held by the Lender 
     as additional Collateral for use in accordance with Section 6.4; and

          IV.4.2     After any Event of Default shall have occurred and be 
     continuing and the Lender has notified the Pledgor of the Lender's 
     intention to exercise its voting power under this Section 4.4.2
     
               (a)     the Lender may exercise (to the exclusion of the 
          Pledgor) the voting power and all other incidental rights of 
          ownership with respect to any Pledged Shares or other shares of 
          capital stock constituting Collateral and the Pledgor hereby grants 
          the Lender an irrevocable proxy, exercisable under such 
          circumstances, to vote the Pledged Shares and such other Collateral, 
          and

               (b)     promptly to deliver to the Lender such additional 
          proxies and other documents as may be necessary to allow the Lender 
          to exercise such voting power.


All Dividends, Distributions, interest, principal, cash payments, and proceeds 
which may at any time and from time to time be held by the Pledgor but which the
Pledgor is then obligated to deliver to the Lender, shall, until delivery to the
Lender, be held by the Pledgor separate and apart from its other property in 
trust for the Lender.  The Lender agrees that unless an Event of Default shall 
have occurred and be continuing and the Lender shall have given the notice 
referred to in Section 4.4.2, the Pledgor shall have the exclusive voting power 
with respect to any shares of capital stock (including any of the Pledged 
Shares) constituting Collateral and the Lender shall, upon the written request 
of the Pledgor, promptly deliver such proxies and other documents, if any, as 
shall be reasonably requested by the Pledgor which are necessary to allow the 
Pledgor to exercise voting power with respect to any such share of capital stock
(including any of the Pledged Shares) constituting Collateral; provided, 
however, that no vote shall be cast, or consent, waiver, or ratification given, 
or action taken by the Pledgor that would cause an Event of Default, impair any 
Collateral or be inconsistent with or violate any provision of the Credit 
Agreement or any other Loan Document (including this Pledge Agreement).

     SECTION IV.5     Additional Undertakings.  The Pledgor will not, without 
the prior written consent of the Lender, (a) sell, assign, transfer, pledge, or 
encumber in any other manner Pledgor's interest in the Pledged Share Issuer, or 
(b) permit any of the assets of the Pledged Share Issuer to be sold, assigned, 
transferred, pledged, or encumbered in any other manner.


                               ARTICLE V

                              THE LENDER

     SECTION V.1     Lender Appointed Attorney-in-Fact.  The Pledgor hereby 
irrevocably appoints the Lender the Pledgor's attorney-in-fact, with full 
authority in the place and stead of the Pledgor and in the name of the Pledgor 
or otherwise, from time to time in the Lender's discretion, to take any action 
and to execute any instrument which the Lender may deem necessary or advisable 
to accomplish the purposes of this Pledge Agreement, including without 
limitation:

          V.1.1     After the occurrence and continuance of a Default, to ask, 
     demand, collect, sue for, recover, compromise, receive and give 
     acquittance and receipts for moneys due and to become due under or in 
     respect of any of the Collateral.

          V.1.2     To receive, endorse, and collect any drafts or other 
     instruments, documents and chattel paper, in connection with Section 5.1.1 
     above.

          V.1.3     To file any claims or take any action or institute any 
     proceedings which the Lender may deem necessary or desirable for the 
     collection of any of the Collateral or otherwise to enforce the rights of 
     the Lender with respect to any of the Collateral.

The Pledgor hereby acknowledges, consents and agrees that the power of attorney 
granted pursuant to this Section is irrevocable and coupled with an interest. 
Notwithstanding the foregoing, prior to the occurrence of an Event of Default, 
the Lender agrees that it shall first request that the Pledgor perform such 
action and, if the Pledgor shall not have performed such action within five (5) 
days following such request, the Lender shall be entitled to take such action 
pursuant hereto.

     SECTION V.2     Lender May Perform.  If the Pledgor fails to perform any 
agreement contained herein after being requested in writing to so perform, the 
Lender may itself perform, or cause performance of, such agreement, and the 
reasonable expenses of the Lender incurred in connection therewith shall be 
payable by the Pledgor pursuant to Section 6.5.

     SECTION V.3     Lender Has No Duty.  The powers conferred on the Lender 
hereunder are solely to protect its interest in the Collateral and shall not 
impose any duty on it to exercise any such powers.  Except for the reasonable 
care of any Collateral in its possession and the accounting for moneys actually 
received by it hereunder, the Lender shall have no duty as to any Collateral or 
responsibility for (a) ascertaining or taking action with respect to calls, 
conversions, exchanges, maturities, tenders or other matters relative to any 
Pledged Property, whether or not the Lender has or is deemed to have knowledge 
of such matters, or (b) taking any necessary steps to preserve rights against 
prior parties or any other rights pertaining to any Collateral.

     SECTION V.4     Reasonable Care.  The Lender is required to exercise 
reasonable care in the custody and preservation of any of the Collateral in its 
possession; provided, however, the Lender shall be deemed to have exercised 
reasonable care in the custody and preservation of any of the Collateral, if it 
takes such action for that purpose as the Pledgor reasonably requests in writing
at times other than upon the occurrence and during the continuance of any Event 
of Default, but failure of the Lender to comply with any such request at any 
time shall not in itself be deemed a failure to exercise reasonable care.


                              ARTICLE VI

                               REMEDIES

     SECTION VI.1     Certain Remedies.  If any Event of Default shall have 
occurred and be continuing:     


          VI.1.1     The Lender may exercise in respect of the Collateral, in 
     addition to other rights and remedies provided for herein or otherwise 
     available to it, all the rights and remedies of a secured party on default 
     under the U.C.C. (whether or not the U.C.C. applies to the affected 
     Collateral) and also may, without notice except as specified below, sell 
     the Collateral or any part thereof in one or more parcels at public or 
     private sale, at any of the Lender's offices or elsewhere, for cash, on 
     credit or for future delivery, and upon such other terms as the Lender may 
     deem commercially reasonable.  The Pledgor agrees that, to the extent 
     notice of sale shall be required by law, at least ten days' prior notice 
     to the Pledgor of the time and place of any public sale or the time after 
     which any private sale is to be made shall constitute reasonable 
     notification.  The Lender shall not be obligated to make any sale of 
     Collateral regardless of notice of sale having been given.  The Lender may 
     adjourn any public or private sale from time to time by announcement at 
     the time and place fixed therefor, and such sale may, without further 
     notice, be made at the time and place to which it was so adjourned.
     
          VI.1.2     The Lender may

               (a)     transfer all or any part of the Collateral into the 
          name of the Lender or its nominee, with or without disclosing that 
          such Collateral is subject to the lien and security interest 
          hereunder;

               (b)     notify the parties obligated on any of the Collateral 
          to make payment to the Lender of any amount due or to become due 
          thereunder;

               (c)     enforce collection of any of the Collateral by suit 
          or otherwise, and surrender, release or exchange all or any part 
          thereof, or compromise or extend or renew for any period (whether or 
          not longer than the original period) any obligations of any nature 
          of any party with respect thereto;

               (d)     endorse any checks, drafts, or other writings in the 
          Pledgor's name to allow collection of the Collateral;
     
               (e)     take control of any proceeds of the Collateral; and

               (f)     execute (in the name, place and stead of the Pledgor) 
          endorsements, assignments, stock powers and other instruments of 
          conveyance or transfer with respect to all or any of the Collateral.

     SECTION VI.2     Securities Laws.  If the Lender shall determine to 
exercise its right to sell all or any of the Collateral pursuant to Section 6.1,
the Pledgor agrees that, upon request of the Lender, the Pledgor will, at its 
own expense:

          VI.2.1     Execute and deliver, and cause each issuer of the 
     Collateral contemplated to be sold and the directors and officers thereof 
     to execute and deliver (in each case to the extent required by law), all 
     such instruments and documents, and do or cause to be done all such other 
     acts and things, as may be necessary or, in the opinion of the Lender, 
     advisable to register such Collateral under, or otherwise permit the 
     Collateral to be privately sold or transferred in compliance with, the 
     provisions of the Securities Act of 1933, as from time to time amended 
     (the "Securities Act"), and to cause the registration statement relating 
     thereto to become effective and to remain effective for such period as 
     prospectuses are required by law to be furnished, and to make all 
     amendments and supplements thereto and to the related prospectus which, in 
     the opinion of the Lender, are necessary or advisable, all in conformity 
     with the requirements of the Securities Act and the rules and regulations 
     of the Securities and Exchange Commission applicable thereto.
     
          VI.2.2     Use its best efforts to qualify the Collateral under, or 
     to permit the Collateral to be privately sold or transferred in compliance 
     with, the state securities or "Blue Sky" laws and to obtain all necessary 
     governmental approvals for the sale of the Collateral, as requested by the 
     Lender.

          VI.2.3     Cause each such issuer to make available to its security 
     holders, as soon as practicable, an earnings statement that will satisfy 
     the provisions of Section 11(a) of the Securities Act.
     
          VI.2.4     Do or cause to be done all such other acts and things as 
     may be necessary to make such sale of the Collateral or any part thereof 
     valid and binding and in compliance with applicable law.
     
     SECTION VI.3     Compliance with Restrictions.  The Pledgor agrees that in 
any sale of any of the Collateral whenever an Event of Default shall have 
occurred and be continuing, the Lender is hereby authorized to comply with any 
limitation or restriction in connection with such sale as it may be advised by 
counsel is necessary in order to avoid any violation of applicable law 
(including compliance with such procedures as may restrict the number of 
prospective bidders and purchasers, require that such prospective bidders and 
purchasers have certain qualifications, and restrict such prospective bidders 
and purchasers to persons who will represent and agree that they are purchasing 
for their own account for investment and not with a view to the distribution or 
resale of such Collateral), or in order to obtain any required approval of the 
sale or of the purchaser by any governmental regulatory authority or official, 
and the Pledgor further agrees that such compliance shall not result in such 
sale being considered or deemed not to have been made in a commercially 
reasonable manner, nor shall the Lender be liable nor accountable to the Pledgor
for any discount allowed by the reason of the fact that such Collateral is sold 
in compliance with any such limitation or restriction.

     SECTION VI.4     Application of Proceeds.  All cash proceeds received by 
the Lender in respect of any sale of, collection from, or other realization 
upon, all or any part of the Collateral may, in the discretion of the Lender, be
held by the Lender as additional collateral security for, or then or at any time
thereafter be applied (after payment of any amounts payable to the Lender 
pursuant to Sections 10.3 and 10.4 of the Credit Agreement and Section 6.5 
hereof) in whole or in part by the Lender against, all or any part of the 
Secured Obligations in such order as the Lender shall elect.  Any surplus of 
such cash or cash proceeds held by the Lender and remaining after payment in 
full of all the Secured Obligations, and the termination of all Commitments and 
any other commitments by the Lender to the Pledgor, shall be paid over to the 
Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

     SECTION VI.5     Indemnity and Expenses.  The Pledgor hereby indemnifies 
and holds harmless the Lender from and against any and all claims, losses, and 
liabilities arising out of or resulting from this Pledge Agreement (including 
enforcement of this Pledge Agreement), except claims, losses, or liabilities 
resulting from the Lender's gross negligence or wilful misconduct.  Upon demand,
the Pledgor will pay to the Lender the amount of any and all reasonable 
expenses, including the reasonable fees and disbursements of its counsel and of 
any experts and agents, which the Lender may incur in connection with:

               (a)     the exercise or enforcement of any of the rights of 
          the Lender hereunder; or

               (b)     the failure by the Pledgor to perform or observe any 
          of the provisions hereof.     


                              ARTICLE VII

                        MISCELLANEOUS PROVISIONS

     SECTION VII.1     Loan Document.  This Pledge Agreement is a Loan Document 
executed pursuant to the Credit Agreement and shall (unless otherwise expressly 
indicated herein) be construed, administered and applied in accordance with the 
terms and provisions thereof.

     SECTION VII.2     Amendments, etc.  No amendment to or waiver of 
any provision of this Pledge Agreement nor consent to any departure by the 
Pledgor herefrom shall in any event be effective unless the same shall be in 
writing and signed by the Lender, and then such waiver or consent shall be 
effective only in the specific instance and for the specific purpose for which 
it is given.

     SECTION VII.3     Protection of Collateral.  The Lender may from time 
to time, at its option, perform any act which the Pledgor agrees hereunder to 
perform and which the Pledgor shall fail to perform after being requested in 
writing so to perform (it being understood that no such request need be given 
after the occurrence and during the continuance of an Event of Default) and the 
Lender may from time to time take any other action which the Lender reasonably 
deems necessary for the maintenance, preservation or protection of any of the 
Collateral or of its security interest therein.

     SECTION VII.4     Addresses for Notices.  All notices and other 
communications provided to any party hereto under this Pledge Agreement shall be
in writing and shall be hand delivered or sent by a nationally recognized 
overnight courier, certified mail (return receipt requested), or telecopy to 
such party at its address or telecopy number set forth on the signature pages 
hereof or at such other address or telecopy number as may be designated by such 
party in a notice to the other party.  Without limiting any other means by which
a party may be able to provide that a notice has been received by the other 
party, a notice shall be deemed to be duly received (a) if sent by hand, on the 
date when left with a responsible person at the address of the recipient; (b) if
sent by certified mail, on the fifth business day after delivery to the U.S. 
Post Office; (c) if sent by overnight courier, on the first business day after 
delivery to such courier; or (d) if sent by telecopy, on the date of receipt by 
the sender of an acknowledgment or transmission reports generated by the machine
from which the telecopy was sent indicating that the telecopy was sent in its 
entirety to the recipient's telecopy number.

     SECTION VII.5     Section Captions.  Section captions used in this Pledge 
Agreement are for convenience of reference only, and shall not affect the 
construction of this Pledge Agreement.

     SECTION VII.6     Severability.  Wherever possible each provision of this 
Pledge Agreement shall be interpreted in such manner as to be effective and 
valid under applicable law, but if any provision of this Pledge Agreement shall 
be prohibited by or invalid under such law, such provision shall be ineffective 
to the extent of such prohibition or invalidity, without invalidating the 
remainder of such provision or the remaining provisions of this Pledge 
Agreement.

     SECTION VII.7     The Lender as Agent for its Affiliates.  As described 
above, certain Affiliates of the Lender are or may become parties to certain 
Hedging Agreements with the Pledgor and/or Affiliates of the Pledgor.  This 
Pledge Agreement secures the obligations of the Pledgor and such Affiliates, as 
the case may be, under such Hedging Agreements, and the parties hereto 
acknowledge for all purposes that the Lender acts as agent on behalf of such 
Affiliates of the Lender which are so entitled to share in the rights and 
benefits accruing to the Lender under this Pledge Agreement.

     SECTION VII.8     Governing Law, Entire Agreement, etc.  THIS 
PLEDGE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE 
INTERNAL LAWS OF THE STATE OF ILLINOIS, EXCEPT TO THE EXTENT THAT THE VALIDITY 
OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN 
RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION 
OTHER THAN THE STATE OF ILLINOIS.  THIS PLEDGE AGREEMENT AND THE OTHER LOAN 
DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH 
RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN
OR ORAL, WITH RESPECT THERETO.

     SECTION 7.9     Non-Recourse Nature of Liability.

     (a)     Notwithstanding anything to the contrary contained or implied in 
this Pledge Agreement, the Pledgor shall not be personally liable under any 
theory for any amount due under the Credit Agreement, the Notes or such other 
Loan Documents, and the Lender shall not seek a deficiency or personal judgment 
against the Pledgor for payment of the Obligations evidenced by the Credit 
Agreement, the Notes or such other Loan Documents.  No property or assets of the
Pledgor, other than the Collateral pledged pursuant to this Pledge Agreement, 
shall be sold, levied upon or otherwise used to satisfy any judgment rendered in
connection with any action brought against the Borrower or its Subsidiaries with
respect to this Pledge Agreement, the Credit Agreement, the Notes or such other 
Loan Documents.

     (b)     Notwithstanding the provisions of Section 7.9(a) to the contrary, 
nothing contained in this Pledge Agreement, the Credit Agreement or any other 
Loan Document shall be construed to (i) impair or limit the rights of the Lender
arising under this Pledge Agreement, or any other Security Document or other 
documents to which the Pledgor is a party thereto in its individual capacity; 
(ii) impair or limit any of the Obligations of the Borrower or its Subsidiaries 
under any Loan Document to which it is a party; (iii) impair or limit the 
validity of the indebtedness evidenced by this Pledge Agreement, the Credit 
Agreement, the Notes or the other Loan Documents or prevent the taking of any 
action permitted by law against the Borrower or its Subsidiaries or the assets 
of the Borrower or its Subsidiaries or the proceeds of such assets; or 
(iv) prevent the commencement of any action, suit or proceeding against any 
Person (or prevent the service of papers under any Person) for the purpose of 
obtaining jurisdiction over the Borrower or its Subsidiaries.


     IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement 
to be duly executed and delivered by their respective officers thereunto duly 
authorized as of the day and year first above written.




                                   /s/ James E. Sowell
                                   JAMES E. SOWELL




                                   BANK OF AMERICA NATIONAL TRUST AND
                                   SAVINGS ASSOCIATION


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

                                   Address:     333 Clay Street
                                                Suite 4550
                                                Houston, TX 77002

                                   Facsimile No.:     (713) 651-4888

                                   Attention:      Richard A. Bernardy

                          ATTACHMENT 1
                               to 
                         Pledge Agreement





Pledged Shares

Pledged Share Issuer                Convertible Preferred, Series A     
                        
                  Authorized    Outstanding    Number of Shares   % of Shares 
                    Shares         Shares          Pledged          Pledged 
                  ____________________________________________________________
Future Petroleum    200,000      100,000         33,333.3334       33.3334%
a Utah corporation

                              EXHIBIT 99.13


                            PLEDGE AGREEMENT
                                (Stock)


     THIS PLEDGE AGREEMENT (this "Pledge Agreement"), dated as of December 15, 
1998, made by Thomas D. Barrow, an individual, (the "Pledgor"), in favor of 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 the Amended and Restated Credit Agreement, dated as 
of December 4, 1998 (together with all amendments and other modifications, if 
any, from time to time thereafter made thereto, the "Credit Agreement"), between
FUTURE PETROLEUM CORPORATION, a Utah corporation (the "Borrower") and the 
Lender, the Lender has extended Commitments to make Loans to, and issue Letters 
of Credit at the request of, the Borrower; and

     WHEREAS, 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 Lender or an Affiliate of the 
Lender, pursuant to the terms of the Credit Agreement;

     WHEREAS, as a condition precedent to the making of certain Loans and the 
issuance of Letters of Credit under the Credit Agreement, and the Lender's or 
such Affiliate of the Lender's obligations under the Hedging Agreements referred
to above, the Pledgor is required to execute and deliver this Pledge Agreement; 
and

     WHEREAS, the Pledgor has duly authorized the execution, delivery and 
performance of this Pledge Agreement; 

     NOW THEREFORE, for good and valuable consideration the receipt of which is 
hereby acknowledged, and in order to induce the Lender to make Loans to, and to 
issue Letters of Credit at the request of, the Borrower pursuant to the Credit 
Agreement, and to induce the Lender or such Affiliate of the Lender to enter 
into Hedging Agreements with the Borrower or an affiliate of the Borrower, the 
Pledgor agrees, for the benefit of the Lender, as follows:



                              ARTICLE VIII
 
                              DEFINITIONS

     SECTION VIII.1     Certain Terms.  The following terms (whether or not 
underscored) when used in this Pledge Agreement, including its preamble and 
recitals, shall have the following meanings (such definitions to be equally 
applicable to the singular and plural forms thereof):

     "Borrower" is defined in the first recital.

     "Collateral" is defined in Section 2.1.

     "Credit Agreement" is defined in the first recital.

     "Distributions" means all stock dividends, liquidating dividends, shares 
of stock resulting from (or in connection with the exercise of) stock splits, 
reclassifications, warrants, options, non-cash dividends, mergers, 
consolidations, and all other distributions (whether similar or dissimilar to 
the foregoing) on or with respect to any Pledged Shares or other shares of 
capital stock constituting Collateral, but shall not include Dividends.

     "Dividends" means cash dividends and cash distributions with respect to 
any Pledged Shares or other Pledged Property made in the ordinary course of 
business and not a liquidating dividend.

     "Lender" is defined in the preamble.

     "Pledge Agreement" is defined in the preamble.

     "Pledged Property" means all Pledged Shares, and all other pledged shares 
of capital stock, all other securities, all assignments of any amounts due or to
become due with respect to the Pledged Shares, all other instruments which are 
now being delivered by the Pledgor to the Lender or may from time to time 
hereafter be delivered by the Pledgor to the Lender for the purpose of pledge 
under this Pledge Agreement or any other Loan Document, and all proceeds of any 
of the foregoing.

     "Pledged Share Issuer" means each Person identified in Attachment 1 hereto 
as the issuer of the Pledged Shares identified opposite the name of such Person.

     "Pledged Shares" means all shares of capital stock of any Pledged Share 
Issuer which are delivered by the Pledgor to the Lender as Pledged Property 
hereunder.

     "Pledgor" is defined in the preamble.

     "Secured Obligations" is defined in Section 2.2.

     "Securities Act" is defined in Section 6.2.

     "U.C.C." means the Uniform Commercial Code as in effect in the State of 
Illinois.

     SECTION VIII.2     Credit Agreement Definitions.  Unless otherwise defined 
herein or the context otherwise requires, terms used in this Pledge Agreement, 
including its preamble and recitals, have the meanings provided in the Credit 
Agreement.

     SECTION VIII.3     U.C.C. Definitions.  Unless otherwise defined herein or 
the context otherwise requires, terms for which meanings are provided in the 
U.C.C. are used in this Pledge Agreement, including its preamble and recitals, 
with such meanings.


                               ARTICLE IX

                                PLEDGE

     SECTION IX.1     Grant of Security Interest.  The Pledgor hereby pledges, 
hypothecates, assigns, charges, mortgages, delivers, and transfers to the 
Lender, and hereby grants to the Lender a continuing security interest in, all 
of the following property (the "Collateral"):

          IX.1.1     All issued and outstanding shares of capital stock of 
     each Pledged Share Issuer identified in Attachment 1 hereto.

          IX.1.2     All other Pledged Shares issued from time to time.

          IX.1.3     All other Pledged Property, whether now or hereafter 
     delivered to the Lender in connection with this Pledge Agreement.

          IX.1.4     All Dividends, Distributions, interest, and other 
     payments and rights with respect to any Pledged Property.

          IX.1.5     All proceeds of any of the foregoing. 

     SECTION IX.2     Security for Obligations.  This Pledge 
Agreement secures the prompt payment and performance in full of (a) all 
Obligations now or hereafter existing under the Credit Agreement, the Notes and 
each other Loan Document, whether for principal, interest, costs, fees, 
expenses, or otherwise, including without limitation, Reimbursement Obligations,
and (b) all other obligations of the Borrower or the Pledgor to the Lender or 
any Affiliate of the Lender, now or hereafter owing, howsoever created, arising 
or evidenced, whether direct or indirect, primary or secondary, fixed or 
absolute 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 the Hedging Agreements, between the Borrower or 
any other Affiliate or now or hereafter existing or due or to become due and (c)
all other obligations of the Borrower or any Affiliate of the Borrower and the 
Lender or any Affiliate of the Lender, howsoever created, arising or evidenced, 
whether direct or indirect, absolute or contingent or now or hereafter existing 
or due or to become due (all such Obligations and other obligations being the 
"Secured Obligations").

     SECTION IX.3     Delivery of Pledged Property.  All certificates or 
instruments representing or evidencing any Collateral, including all Pledged 
Shares, shall be delivered to and held by or on behalf of the Lender pursuant 
hereto, shall be in suitable form for transfer by delivery, and shall be 
accompanied by all necessary instruments of transfer or assignment, duly 
executed in blank.

     SECTION IX.4     Dividends on Pledged Shares.  In the event that any 
Dividend is to be paid on any Pledged Share at a time when no Default has 
occurred and is continuing, such Dividend may be paid directly to the Pledgor. 
If any such Default has occurred and is continuing then any such Dividend shall 
be paid directly to the Lender.

     SECTION IX.5     Continuing Security Interest.  This Pledge Agreement 
shall create a continuing security interest in the Collateral and shall 

          IX.5.1     Remain in full force and effect until payment in full of 
     all Secured Obligations and the termination of the Commitments and any 
     other commitments of the Lender to the Pledgor,

          IX.5.2     Be binding upon the Pledgor and its successors, 
     transferees and assigns, and

          IX.5.3     Inure to the benefit of the Lender and its successors, 
     transferees, and assigns.


Without limiting the foregoing clause 2.5.3, the Lender may assign or otherwise 
transfer (in whole or in part) any Note or Loan to any other Person or entity, 
and such other Person or entity shall thereupon become vested with all the 
rights and benefits in respect thereof granted to the Lender under any Loan 
Document (including this Pledge Agreement) or otherwise, subject, however, to 
any contrary provisions in such assignment or transfer, and to the provisions of
Section 10.11 of the Credit Agreement.  Upon the indefeasible payment in full of
all principal and interest comprising the Secured Obligations and the 
termination of the Commitments and any other commitments of the Lender to the 
Pledgor, the security interest granted herein shall terminate and all rights to 
the Collateral shall revert to the Pledgor.  Upon any such termination, the 
Lender will, at the Pledgor's sole expense, deliver to the Pledgor, without any 
representations, warranties or recourse of any kind whatsoever, all certificates
and instruments representing or evidencing all Pledged Shares, together with all
other Collateral held by the Lender hereunder, and execute and deliver to the 
Pledgor such documents as the Pledgor shall reasonably request to evidence such 
termination.


                                ARTICLE X

                      REPRESENTATIONS AND WARRANTIES

     SECTION X.1     Warranties, etc.  The Pledgor represents and warrants unto 
the Lender, as at the date of each pledge and delivery hereunder (including each
pledge and delivery of Pledged Shares) by the Pledgor to the Lender of any 
Collateral, as set forth in this Article.

          X.1.1     Ownership, No Liens, etc.  The Pledgor is the legal and 
     beneficial owner of, and has good and marketable title to (and has full 
     right and authority to pledge and assign) such Collateral, free and clear 
     of all liens, security interests, options, or other charges or 
     encumbrances, except any lien or security interest granted pursuant hereto 
     in favor of the Lender.

          X.1.2     Valid Security Interest.  The delivery of such Collateral 
     to the Lender together with stock powers endorsed in blank is effective to 
     create a valid, perfected, first priority security interest in such 
     Collateral and all proceeds thereof, securing the Secured Obligations.  No 
     filing or other action will be necessary to perfect or protect such 
     security interest.

          X.1.3     As to Pledged Shares.  In the case of any Pledged Shares 
     constituting such Collateral, all of such Pledged Shares are duly 
     authorized and validly issued, fully paid, and non-assessable, and 
     constitute  the percentage of the issued and outstanding shares of the 
     respective class of the capital stock of each Pledged Share Issuer as set 
     forth on Attachment 1 hereto.

          X.1.4     Authorization, Approval, etc.  No authorization, approval, 
     or other action by, and no notice to or filing with, any governmental 
     authority, regulatory body or any other Person is required either 
     
               (a)     for the pledge by the Pledgor of any Collateral 
          pursuant to this Pledge Agreement or for the execution, delivery, 
          and performance of this Pledge Agreement by the Pledgor, or
     
               (b)     for the exercise by the Lender of the voting or other 
          rights provided for in this Pledge Agreement, or, except with 
          respect to any Pledged Shares, as may be required in connection with 
          a disposition of such Pledged Shares by laws affecting the offering 
          and sale of securities generally, the remedies in respect of the 
          Collateral pursuant to this Pledge Agreement.

          X.1.5     Compliance with Laws.  The Pledgor is in compliance with 
     the requirements of all applicable laws (including, without limitation, 
     the provisions of the Fair Labor Standards Act), rules, regulations and 
     orders of every governmental authority, the non-compliance with which 
     could materially adversely affect the business, properties, assets, 
     operations, condition (financial or otherwise) or prospects of the Pledgor 
     or the value of the Collateral or the worth of the Collateral as 
     collateral security.


                               ARTICLE XI
      
                               COVENANTS

     SECTION XI.1     Protect Collateral; Further Assurances, etc.  The Pledgor 
will not sell, assign, transfer, pledge, or encumber in any other manner the 
Collateral (except in favor of the Lender hereunder).  The Pledgor will warrant 
and defend the right and title herein granted unto the Lender in and to the 
Collateral (and all right, title, and interest represented by the Collateral) 
against the claims and demands of all Persons whomsoever.  The Pledgor agrees 
that at any time, and from time to time, at the expense of the Pledgor, the 
Pledgor will promptly execute and deliver all further instruments, and take all 
further action, that may be necessary or desirable, or that the Lender may 
reasonably request, in order to perfect and protect any security interest 
granted or purported to be granted hereby or to enable the Lender to exercise 
and enforce its rights and remedies hereunder with respect to any Collateral.

     SECTION XI.2     Stock Powers, etc.  The Pledgor agrees that all Pledged 
Shares (and all other shares of capital stock constituting Collateral) delivered
by the Pledgor pursuant to this Pledge Agreement will be accompanied by duly 
executed undated blank stock powers, or other equivalent instruments of transfer
acceptable to the Lender.  The Pledgor will, from time to time upon the request 
of the Lender, promptly deliver to the Lender such stock powers, instruments, 
and similar documents, satisfactory in form and substance to the Lender, with 
respect to the Collateral as the Lender may reasonably request and will, from 
time to time upon the request of the Lender after the occurrence of any Event of
Default, promptly transfer any Pledged Shares or other shares of common stock 
constituting Collateral into the name of any nominee designated by the Lender.

     SECTION XI.3     Continuous Pledge.  Subject to Section 2.4, the Pledgor 
will, at all times, keep pledged to the Lender pursuant hereto all Pledged 
Shares and all other shares of capital stock constituting Collateral, all 
Dividends and Distributions with respect thereto, and all other Collateral and 
other securities, instruments, proceeds, and rights from time to time received 
by or distributable to the Pledgor in respect of any Collateral.

     SECTION XI.4     Voting Rights; Dividends, etc.  The Pledgor agrees:

          XI.4.1     After any Default shall have occurred and be continuing, 
     promptly upon receipt thereof by the Pledgor and without any request 
     therefor by the Lender, to deliver (properly endorsed where required 
     hereby or requested by the Lender) to the Lender all Dividends, 
     Distributions, all interest, all principal, all other cash payments, and 
     all proceeds of the Collateral, all of which shall be held by the Lender 
     as additional Collateral for use in accordance with Section 6.4; and
     
          XI.4.2     After any Event of Default shall have occurred and be 
     continuing and the Lender has notified the Pledgor of the Lender's 
     intention to exercise its voting power under this Section 4.4.2
     
               (a)     the Lender may exercise (to the exclusion of the 
          Pledgor) the voting power and all other incidental rights of 
          ownership with respect to any Pledged Shares or other shares of 
          capital stock constituting Collateral and the Pledgor hereby grants 
          the Lender an irrevocable proxy, exercisable under such 
          circumstances, to vote the Pledged Shares and such other Collateral, 
          and

               (b)     promptly to deliver to the Lender such additional 
          proxies and other documents as may be necessary to allow the Lender 
          to exercise such voting power.


All Dividends, Distributions, interest, principal, cash payments, and proceeds 
which may at any time and from time to time be held by the Pledgor but which the
Pledgor is then obligated to deliver to the Lender, shall, until delivery to the
Lender, be held by the Pledgor separate and apart from its other property in 
trust for the Lender.  The Lender agrees that unless an Event of Default shall 
have occurred and be continuing and the Lender shall have given the notice 
referred to in Section 4.4.2, the Pledgor shall have the exclusive voting power 
with respect to any shares of capital stock (including any of the Pledged 
Shares) constituting Collateral and the Lender shall, upon the written request 
of the Pledgor, promptly deliver such proxies and other documents, if any, as 
shall be reasonably requested by the Pledgor which are necessary to allow the 
Pledgor to exercise voting power with respect to any such share of capital stock
(including any of the Pledged Shares) constituting Collateral; provided, 
however, that no vote shall be cast, or consent, waiver, or ratification given, 
or action taken by the Pledgor that would cause an Event of Default, impair any 
Collateral or be inconsistent with or violate any provision of the Credit 
Agreement or any other Loan Document (including this Pledge Agreement).

     SECTION XI.5     Additional Undertakings.  The Pledgor will not, without 
the prior written consent of the Lender, (a) sell, assign, transfer, pledge, or 
encumber in any other manner Pledgor's interest in the Pledged Share Issuer, or 
(b) permit any of the assets of the Pledged Share Issuer to be sold, assigned, 
transferred, pledged, or encumbered in any other manner.


                               ARTICLE XII

                               THE LENDER

     SECTION XII.1     Lender Appointed Attorney-in-Fact.  The Pledgor hereby 
irrevocably appoints the Lender the Pledgor's attorney-in-fact, with full 
authority in the place and stead of the Pledgor and in the name of the Pledgor 
or otherwise, from time to time in the Lender's discretion, to take any action 
and to execute any instrument which the Lender may deem necessary or advisable 
to accomplish the purposes of this Pledge Agreement, including without 
limitation:

          XII.1.1     After the occurrence and continuance of a Default, to 
     ask, demand, collect, sue for, recover, compromise, receive and give 
     acquittance and receipts for moneys due and to become due under or in 
     respect of any of the Collateral.

          XII.1.2     To receive, endorse, and collect any drafts or other 
     instruments, documents and chattel paper, in connection with Section 5.1.1 
     above.

          XII.1.3     To file any claims or take any action or institute any 
     proceedings which the Lender may deem necessary or desirable for the 
     collection of any of the Collateral or otherwise to enforce the rights of 
     the Lender with respect to any of the Collateral.

The Pledgor hereby acknowledges, consents and agrees that the power of attorney 
granted pursuant to this Section is irrevocable and coupled with an interest. 
Notwithstanding the foregoing, prior to the occurrence of an Event of Default, 
the Lender agrees that it shall first request that the Pledgor perform such 
action and, if the Pledgor shall not have performed such action within five (5) 
days following such request, the Lender shall be entitled to take such action 
pursuant hereto.

     SECTION XII.2     Lender May Perform.  If the Pledgor fails to perform any 
agreement contained herein after being requested in writing to so perform, the 
Lender may itself perform, or cause performance of, such agreement, and the 
reasonable expenses of the Lender incurred in connection therewith shall be 
payable by the Pledgor pursuant to Section 6.5.

     SECTION XII.3     Lender Has No Duty.  The powers conferred on the Lender 
hereunder are solely to protect its interest in the Collateral and shall not 
impose any duty on it to exercise any such powers.  Except for the reasonable 
care of any Collateral in its possession and the accounting for moneys actually 
received by it hereunder, the Lender shall have no duty as to any Collateral or 
responsibility for (a) ascertaining or taking action with respect to calls, 
conversions, exchanges, maturities, tenders or other matters relative to any 
Pledged Property, whether or not the Lender has or is deemed to have knowledge 
of such matters, or (b) taking any necessary steps to preserve rights against 
prior parties or any other rights pertaining to any Collateral.

     SECTION XII.4     Reasonable Care.  The Lender is required to exercise 
reasonable care in the custody and preservation of any of the Collateral in its 
possession; provided, however, the Lender shall be deemed to have exercised 
reasonable care in the custody and preservation of any of the Collateral, if it 
takes such action for that purpose as the Pledgor reasonably requests in writing
at times other than upon the occurrence and during the continuance of any Event 
of Default, but failure of the Lender to comply with any such request at any 
time shall not in itself be deemed a failure to exercise reasonable care.


                              ARTICLE XIII

                                REMEDIES

     SECTION XIII.1     Certain Remedies.  If any Event of Default shall have 
occurred and be continuing:     

          XIII.1.1     The Lender may exercise in respect of the Collateral, 
     in addition to other rights and remedies provided for herein or otherwise 
     available to it, all the rights and remedies of a secured party on default 
     under the U.C.C. (whether or not the U.C.C. applies to the affected 
     Collateral) and also may, without notice except as specified below, sell 
     the Collateral or any part thereof in one or more parcels at public or 
     private sale, at any of the Lender's offices or elsewhere, for cash, on 
     credit or for future delivery, and upon such other terms as the Lender may 
     deem commercially reasonable.  The Pledgor agrees that, to the extent 
     notice of sale shall be required by law, at least ten days' prior notice 
     to the Pledgor of the time and place of any public sale or the time after 
     which any private sale is to be made shall constitute reasonable 
     notification.  The Lender shall not be obligated to make any sale of 
     Collateral regardless of notice of sale having been given.  The Lender may 
     adjourn any public or private sale from time to time by announcement at 
     the time and place fixed therefor, and such sale may, without further 
     notice, be made at the time and place to which it was so adjourned.
     
          XIII.1.2     The Lender may

          (a)     transfer all or any part of the Collateral into the 
     name of the Lender or its nominee, with or without disclosing that 
     such Collateral is subject to the lien and security interest 
     hereunder;

          (b)     notify the parties obligated on any of the Collateral 
     to make payment to the Lender of any amount due or to become due 
     thereunder;

          (c)     enforce collection of any of the Collateral by suit 
     or otherwise, and surrender, release or exchange all or any part 
     thereof, or compromise or extend or renew for any period (whether or 
     not longer than the original period) any obligations of any nature 
     of any party with respect thereto;

          (d)     endorse any checks, drafts, or other writings in the 
     Pledgor's name to allow collection of the Collateral;

          (e)     take control of any proceeds of the Collateral; and
     
          (f)     execute (in the name, place and stead of the Pledgor) 
     endorsements, assignments, stock powers and other instruments of 
     conveyance or transfer with respect to all or any of the Collateral.

     SECTION XIII.2     Securities Laws.  If the Lender shall determine to 
exercise its right to sell all or any of the Collateral pursuant to Section 6.1,
the Pledgor agrees that, upon request of the Lender, the Pledgor will, at its 
own expense:

          XIII.2.1     Execute and deliver, and cause each issuer of the 
     Collateral contemplated to be sold and the directors and officers thereof 
     to execute and deliver (in each case to the extent required by law), all 
     such instruments and documents, and do or cause to be done all such other 
     acts and things, as may be necessary or, in the opinion of the Lender, 
     advisable to register such Collateral under, or otherwise permit the 
     Collateral to be privately sold or transferred in compliance with, the 
     provisions of the Securities Act of 1933, as from time to time amended 
     (the "Securities Act"), and to cause the registration statement relating 
     thereto to become effective and to remain effective for such period as 
     prospectuses are required by law to be furnished, and to make all 
     amendments and supplements thereto and to the related prospectus which, in 
     the opinion of the Lender, are necessary or advisable, all in conformity 
     with the requirements of the Securities Act and the rules and regulations 
     of the Securities and Exchange Commission applicable thereto.

          XIII.2.2     Use its best efforts to qualify the Collateral under, 
     or to permit the Collateral to be privately sold or transferred in 
     compliance with, the state securities or "Blue Sky" laws and to obtain all 
     necessary governmental approvals for the sale of the Collateral, as 
     requested by the Lender.

          XIII.2.3     Cause each such issuer to make available to its 
     security holders, as soon as practicable, an earnings statement that will 
     satisfy the provisions of Section 11(a) of the Securities Act.

          XIII.2.4     Do or cause to be done all such other acts and things 
     as may be necessary to make such sale of the Collateral or any part 
     thereof valid and binding and in compliance with applicable law.

     SECTION XIII.3     Compliance with Restrictions.  The Pledgor agrees that 
in any sale of any of the Collateral whenever an Event of Default shall have 
occurred and be continuing, the Lender is hereby authorized to comply with any 
limitation or restriction in connection with such sale as it may be advised by 
counsel is necessary in order to avoid any violation of applicable law 
(including compliance with such procedures as may restrict the number of 
prospective bidders and purchasers, require that such prospective bidders and 
purchasers have certain qualifications, and restrict such prospective bidders 
and purchasers to persons who will represent and agree that they are purchasing 
for their own account for investment and not with a view to the distribution or 
resale of such Collateral), or in order to obtain any required approval of the 
sale or of the purchaser by any governmental regulatory authority or official, 
and the Pledgor further agrees that such compliance shall not result in such 
sale being considered or deemed not to have been made in a commercially 
reasonable manner, nor shall the Lender be liable nor accountable to the Pledgor
for any discount allowed by the reason of the fact that such Collateral is sold 
in compliance with any such limitation or restriction.

     SECTION XIII.4     Application of Proceeds.  All cash proceeds received by 
the Lender in respect of any sale of, collection from, or other realization 
upon, all or any part of the Collateral may, in the discretion of the Lender, be
held by the Lender as additional collateral security for, or then or at any time
thereafter be applied (after payment of any amounts payable to the Lender 
pursuant to Sections 10.3 and 10.4 of the Credit Agreement and Section 6.5 
hereof) in whole or in part by the Lender against, all or any part of the 
Secured Obligations in such order as the Lender shall elect.  Any surplus of 
such cash or cash proceeds held by the Lender and remaining after payment in 
full of all the Secured Obligations, and the termination of all Commitments and 
any other commitments by the Lender to the Pledgor, shall be paid over to the 
Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

     SECTION XIII.5     Indemnity and Expenses.  The Pledgor hereby indemnifies 
and holds harmless the Lender from and against any and all claims, losses, and 
liabilities arising out of or resulting from this Pledge Agreement (including 
enforcement of this Pledge Agreement), except claims, losses, or liabilities 
resulting from the Lender's gross negligence or wilful misconduct.  Upon demand,
the Pledgor will pay to the Lender the amount of any and all reasonable 
expenses, including the reasonable fees and disbursements of its counsel and of 
any experts and agents, which the Lender may incur in connection with:

               (a)     the exercise or enforcement of any of the rights of 
          the Lender hereunder; or

               (b)     the failure by the Pledgor to perform or observe any 
          of the provisions hereof.     


                                ARTICLE XIV

                          MISCELLANEOUS PROVISIONS

     SECTION XIV.1     Loan Document.  This Pledge Agreement is a Loan Document 
executed pursuant to the Credit Agreement and shall (unless otherwise expressly 
indicated herein) be construed, administered and applied in accordance with the 
terms and provisions thereof.

     SECTION XIV.2     Amendments, etc.  No amendment to or waiver of 
any provision of this Pledge Agreement nor consent to any departure by the 
Pledgor herefrom shall in any event be effective unless the same shall be in 
writing and signed by the Lender, and then such waiver or consent shall be 
effective only in the specific instance and for the specific purpose for which 
it is given.

     SECTION XIV.3     Protection of Collateral.  The Lender may from time 
to time, at its option, perform any act which the Pledgor agrees hereunder to 
perform and which the Pledgor shall fail to perform after being requested in 
writing so to perform (it being understood that no such request need be given 
after the occurrence and during the continuance of an Event of Default) and the 
Lender may from time to time take any other action which the Lender reasonably 
deems necessary for the maintenance, preservation or protection of any of the 
Collateral or of its security interest therein.

     SECTION XIV.4     Addresses for Notices.  All notices and other 
communications provided to any party hereto under this Pledge Agreement shall be
in writing and shall be hand delivered or sent by a nationally recognized 
overnight courier, certified mail (return receipt requested), or telecopy to 
such party at its address or telecopy number set forth on the signature pages 
hereof or at such other address or telecopy number as may be designated by such 
party in a notice to the other party.  Without limiting any other means by which
a party may be able to provide that a notice has been received by the other 
party, a notice shall be deemed to be duly received (a) if sent by hand, on the 
date when left with a responsible person at the address of the recipient; (b) if
sent by certified mail, on the fifth business day after delivery to the U.S. 
Post Office; (c) if sent by overnight courier, on the first business day after 
delivery to such courier; or (d) if sent by telecopy, on the date of receipt by 
the sender of an acknowledgment or transmission reports generated by the machine
from which the telecopy was sent indicating that the telecopy was sent in its 
entirety to the recipient's telecopy number.

     SECTION XIV.5     Section Captions.  Section captions used in this Pledge 
Agreement are for convenience of reference only, and shall not affect the 
construction of this Pledge Agreement.

     SECTION XIV.6     Severability.  Wherever possible each provision of this 
Pledge Agreement shall be interpreted in such manner as to be effective and 
valid under applicable law, but if any provision of this Pledge Agreement shall 
be prohibited by or invalid under such law, such provision shall be ineffective 
to the extent of such prohibition or invalidity, without invalidating the 
remainder of such provision or the remaining provisions of this Pledge 
Agreement.

     SECTION XIV.7     The Lender as Agent for its Affiliates.  As described 
above, certain Affiliates of the Lender are or may become parties to certain 
Hedging Agreements with the Pledgor and/or Affiliates of the Pledgor.  This 
Pledge Agreement secures the obligations of the Pledgor and such Affiliates, as 
the case may be, under such Hedging Agreements, and the parties hereto 
acknowledge for all purposes that the Lender acts as agent on behalf of such 
Affiliates of the Lender which are so entitled to share in the rights and 
benefits accruing to the Lender under this Pledge Agreement.

     SECTION XIV.8     Governing Law, Entire Agreement, etc.  THIS 
PLEDGE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE 
INTERNAL LAWS OF THE STATE OF ILLINOIS, EXCEPT TO THE EXTENT THAT THE VALIDITY 
OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN 
RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION 
OTHER THAN THE STATE OF ILLINOIS.  THIS PLEDGE AGREEMENT AND THE OTHER LOAN 
DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH 
RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN
OR ORAL, WITH RESPECT THERETO.

     SECTION 7.9     Non-Recourse Nature of Liability.

     (a)     Notwithstanding anything to the contrary contained or implied in 
this Pledge Agreement, the Pledgor shall not be personally liable under any 
theory for any amount due under the Credit Agreement, the Notes or such other 
Loan Documents, and the Lender shall not seek a deficiency or personal judgment 
against the Pledgor for payment of the Obligations evidenced by the Credit 
Agreement, the Notes or such other Loan Documents.  No property or assets of the
Pledgor, other than the Collateral pledged pursuant to this Pledge Agreement, 
shall be sold, levied upon or otherwise used to satisfy any judgment rendered in
connection with any action brought against the Borrower or its Subsidiaries with
respect to this Pledge Agreement, the Credit Agreement, the Notes or such other 
Loan Documents.

     (b)     Notwithstanding the provisions of Section 7.9(a) to the contrary, 
nothing contained in this Pledge Agreement, the Credit Agreement or any other 
Loan Document shall be construed to (i) impair or limit the rights of the Lender
arising under this Pledge Agreement, or any other Security Document or other 
documents to which the Pledgor is a party thereto in its individual capacity; 
(ii) impair or limit any of the Obligations of the Borrower or its Subsidiaries 
under any Loan Document to which it is a party; (iii) impair or limit the 
validity of the indebtedness evidenced by this Pledge Agreement, the Credit 
Agreement, the Notes or the other Loan Documents or prevent the taking of any 
action permitted by law against the Borrower or its Subsidiaries or the assets 
of the Borrower or its Subsidiaries or the proceeds of such assets; or 
(iv) prevent the commencement of any action, suit or proceeding against any 
Person (or prevent the service of papers under any Person) for the purpose of 
obtaining jurisdiction over the Borrower or its Subsidiaries.


     IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement 
to be duly executed and delivered by their respective officers thereunto duly 
authorized as of the day and year first above written.




                                   /s/ Thomas D. Barrow
                                   THOMAS D. BARROW




                                   BANK OF AMERICA NATIONAL TRUST AND
                                   SAVINGS ASSOCIATION
     

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

                                   Address:     333 Clay Street
                                                Suite 4550
                                                Houston, TX 77002

                                   Facsimile No.:     (713) 651-4888

                                   Attention:      Richard A. Bernardy

                          ATTACHMENT 1
                               to 
                         Pledge Agreement





Pledged Shares

Pledged Share Issuer                 Convertible Preferred, Series A     
                        
                   Authorized    Outstanding    Number of Shares   % of Shares 
                     Shares         Shares          Pledged          Pledged 
                   ____________________________________________________________
Future Petroleum    200,000        100,000        33,333.3333        33.3333%
Corporation,
a Utah corporation
 
                             EXHIBIT 99.14


                             PLEDGE AGREEMENT
                                  (Stock)


     THIS PLEDGE AGREEMENT (this "Pledge Agreement"), dated as of December 15, 
1998, made by Tim J. Goff, an individual, (the "Pledgor"), in favor of 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 the Amended and Restated Credit Agreement, dated as 
of December 4, 1998 (together with all amendments and other modifications, if 
any, from time to time thereafter made thereto, the "Credit Agreement"), between
FUTURE PETROLEUM CORPORATION, a Utah corporation (the "Borrower") and the 
Lender, the Lender has extended Commitments to make Loans to, and issue Letters 
of Credit at the request of, the Borrower; and

     WHEREAS, 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 Lender or an Affiliate of the 
Lender, pursuant to the terms of the Credit Agreement;

     WHEREAS, as a condition precedent to the making of certain Loans and the 
issuance of Letters of Credit under the Credit Agreement, and the Lender's or 
such Affiliate of the Lender's obligations under the Hedging Agreements referred
to above, the Pledgor is required to execute and deliver this Pledge Agreement; 
and

     WHEREAS, the Pledgor has duly authorized the execution, delivery and 
performance of this Pledge Agreement; 

     NOW THEREFORE, for good and valuable consideration the receipt of which is 
hereby acknowledged, and in order to induce the Lender to make Loans to, and to 
issue Letters of Credit at the request of, the Borrower pursuant to the Credit 
Agreement, and to induce the Lender or such Affiliate of the Lender to enter 
into Hedging Agreements with the Borrower or an affiliate of the Borrower, the 
Pledgor agrees, for the benefit of the Lender, as follows:



                              ARTICLE XV

                              DEFINITIONS

     SECTION XV.1     Certain Terms.  The following terms (whether or not 
underscored) when used in this Pledge Agreement, including its preamble and 
recitals, shall have the following meanings (such definitions to be equally 
applicable to the singular and plural forms thereof):

     "Borrower" is defined in the first recital.

     "Collateral" is defined in Section 2.1.

     "Credit Agreement" is defined in the first recital.

     "Distributions" means all stock dividends, liquidating dividends, shares 
of stock resulting from (or in connection with the exercise of) stock splits, 
reclassifications, warrants, options, non-cash dividends, mergers, 
consolidations, and all other distributions (whether similar or dissimilar to 
the foregoing) on or with respect to any Pledged Shares or other shares of 
capital stock constituting Collateral, but shall not include Dividends.

     "Dividends" means cash dividends and cash distributions with respect to 
any Pledged Shares or other Pledged Property made in the ordinary course of 
business and not a liquidating dividend.

     "Lender" is defined in the preamble.

     "Pledge Agreement" is defined in the preamble.

     "Pledged Property" means all Pledged Shares, and all other pledged shares 
of capital stock, all other securities, all assignments of any amounts due or to
become due with respect to the Pledged Shares, all other instruments which are 
now being delivered by the Pledgor to the Lender or may from time to time 
hereafter be delivered by the Pledgor to the Lender for the purpose of pledge 
under this Pledge Agreement or any other Loan Document, and all proceeds of any 
of the foregoing.

     "Pledged Share Issuer" means each Person identified in Attachment 1 hereto 
as the issuer of the Pledged Shares identified opposite the name of such Person.

     "Pledged Shares" means all shares of capital stock of any Pledged Share 
Issuer which are delivered by the Pledgor to the Lender as Pledged Property 
hereunder.

     "Pledgor" is defined in the preamble.

     "Secured Obligations" is defined in Section 2.2.

     "Securities Act" is defined in Section 6.2.

     "U.C.C." means the Uniform Commercial Code as in effect in the State of 
Illinois.

     SECTION XV.2     Credit Agreement Definitions.  Unless otherwise defined 
herein or the context otherwise requires, terms used in this Pledge Agreement, 
including its preamble and recitals, have the meanings provided in the Credit 
Agreement.

     SECTION XV.3     U.C.C. Definitions.  Unless otherwise defined herein or 
the context otherwise requires, terms for which meanings are provided in the 
U.C.C. are used in this Pledge Agreement, including its preamble and recitals, 
with such meanings.


                               ARTICLE XVI

                                PLEDGE

     SECTION XVI.1     Grant of Security Interest.  The Pledgor hereby pledges, 
hypothecates, assigns, charges, mortgages, delivers, and transfers to the 
Lender, and hereby grants to the Lender a continuing security interest in, all 
of the following property (the "Collateral"):

          XVI.1.1     All issued and outstanding shares of capital stock of 
     each Pledged Share Issuer identified in Attachment 1 hereto.
     
          XVI.1.2     All other Pledged Shares issued from time to time.

          XVI.1.3     All other Pledged Property, whether now or hereafter 
     delivered to the Lender in connection with this Pledge Agreement.

          XVI.1.4     All Dividends, Distributions, interest, and other 
     payments and rights with respect to any Pledged Property.

          XVI.1.5     All proceeds of any of the foregoing. 

     SECTION XVI.2     Security for Obligations.  This Pledge 
Agreement secures the prompt payment and performance in full of (a) all 
Obligations now or hereafter existing under the Credit Agreement, the Notes and 
each other Loan Document, whether for principal, interest, costs, fees, 
expenses, or otherwise, including without limitation, Reimbursement Obligations,
and (b) all other obligations of the Borrower or the Pledgor to the Lender or 
any Affiliate of the Lender, now or hereafter owing, howsoever created, arising
or evidenced, whether direct or indirect, primary or secondary, fixed or 
absolute 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 the Hedging Agreements, between the Borrower or 
any other Affiliate or now or hereafter existing or due or to become due and (c)
all other obligations of the Borrower or any Affiliate of the Borrower and the 
Lender or any Affiliate of the Lender, howsoever created, arising or evidenced, 
whether direct or indirect, absolute or contingent or now or hereafter existing 
or due or to become due (all such Obligations and other obligations being the 
"Secured Obligations").

     SECTION XVI.3     Delivery of Pledged Property.  All certificates or 
instruments representing or evidencing any Collateral, including all Pledged 
Shares, shall be delivered to and held by or on behalf of the Lender pursuant 
hereto, shall be in suitable form for transfer by delivery, and shall be 
accompanied by all necessary instruments of transfer or assignment, duly 
executed in blank.

     SECTION XVI.4     Dividends on Pledged Shares.  In the event that any 
Dividend is to be paid on any Pledged Share at a time when no Default has 
occurred and is continuing, such Dividend may be paid directly to the Pledgor. 
If any such Default has occurred and is continuing then any such Dividend shall 
be paid directly to the Lender.

     SECTION XVI.5     Continuing Security Interest.  This Pledge Agreement 
shall create a continuing security interest in the Collateral and shall 

          XVI.5.1     Remain in full force and effect until payment in full of 
     all Secured Obligations and the termination of the Commitments and any 
     other commitments of the Lender to the Pledgor,

          XVI.5.2     Be binding upon the Pledgor and its successors, 
     transferees and assigns, and

          XVI.5.3     Inure to the benefit of the Lender and its successors, 
     transferees, and assigns.


Without limiting the foregoing clause 2.5.3, the Lender may assign or otherwise 
transfer (in whole or in part) any Note or Loan to any other Person or entity, 
and such other Person or entity shall thereupon become vested with all the 
rights and benefits in respect thereof granted to the Lender under any Loan 
Document (including this Pledge Agreement) or otherwise, subject, however, to 
any contrary provisions in such assignment or transfer, and to the provisions of
Section 10.11 of the Credit Agreement.  Upon the indefeasible payment in full of
all principal and interest comprising the Secured Obligations and the 
termination of the Commitments and any other commitments of the Lender to the 
Pledgor, the security interest granted herein shall terminate and all rights to 
the Collateral shall revert to the Pledgor.  Upon any such termination, the 
Lender will, at the Pledgor's sole expense, deliver to the Pledgor, without any 
representations, warranties or recourse of any kind whatsoever, all certificates
and instruments representing or evidencing all Pledged Shares, together with all
other Collateral held by the Lender hereunder, and execute and deliver to the 
Pledgor such documents as the Pledgor shall reasonably request to evidence such 
termination.


                              ARTICLE XVII

                      REPRESENTATIONS AND WARRANTIES

     SECTION XVII.1     Warranties, etc.  The Pledgor represents and warrants 
unto the Lender, as at the date of each pledge and delivery hereunder (including
each pledge and delivery of Pledged Shares) by the Pledgor to the Lender of any 
Collateral, as set forth in this Article.

          XVII.1.1     Ownership, No Liens, etc.  The Pledgor is the legal and 
     beneficial owner of, and has good and marketable title to (and has full 
     right and authority to pledge and assign) such Collateral, free and clear 
     of all liens, security interests, options, or other charges or 
     encumbrances, except any lien or security interest granted pursuant hereto 
     in favor of the Lender.

          XVII.1.2     Valid Security Interest.  The delivery of such 
     Collateral to the Lender together with stock powers endorsed in blank is 
     effective to create a valid, perfected, first priority security interest 
     in such Collateral and all proceeds thereof, securing the Secured 
     Obligations.  No filing or other action will be necessary to perfect or 
     protect such security interest.

          XVII.1.3     As to Pledged Shares.  In the case of any Pledged 
     Shares constituting such Collateral, all of such Pledged Shares are duly 
     authorized and validly issued, fully paid, and non-assessable, and 
     constitute  the percentage of the issued and outstanding shares of the 
     respective class of the capital stock of each Pledged Share Issuer as set 
     forth on Attachment 1 hereto.

          XVII.1.4     Authorization, Approval, etc.  No authorization, 
     approval, or other action by, and no notice to or filing with, any 
     governmental authority, regulatory body or any other Person is required 
     either 

               (a)     for the pledge by the Pledgor of any Collateral 
          pursuant to this Pledge Agreement or for the execution, delivery, 
          and performance of this Pledge Agreement by the Pledgor, or
     
               (b)     for the exercise by the Lender of the voting or other 
          rights provided for in this Pledge Agreement, or, except with 
          respect to any Pledged Shares, as may be required in connection with 
          a disposition of such Pledged Shares by laws affecting the offering 
          and sale of securities generally, the remedies in respect of the 
          Collateral pursuant to this Pledge Agreement.
     
          XVII.1.5     Compliance with Laws.  The Pledgor is in compliance 
     with the requirements of all applicable laws (including, without 
     limitation, the provisions of the Fair Labor Standards Act), rules, 
     regulations and orders of every governmental authority, the non-compliance 
     with which could materially adversely affect the business, properties, 
     assets, operations, condition (financial or otherwise) or prospects of the 
     Pledgor or the value of the Collateral or the worth of the Collateral as 
     collateral security.


                              ARTICLE XVIII

                                COVENANTS

     SECTION XVIII.1     Protect Collateral; Further Assurances, etc.  The 
Pledgor will not sell, assign, transfer, pledge, or encumber in any other manner
the Collateral (except in favor of the Lender hereunder).  The Pledgor will 
warrant and defend the right and title herein granted unto the Lender in and to 
the Collateral (and all right, title, and interest represented by the 
Collateral) against the claims and demands of all Persons whomsoever.  The 
Pledgor agrees that at any time, and from time to time, at the expense of the 
Pledgor, the Pledgor will promptly execute and deliver all further instruments, 
and take all further action, that may be necessary or desirable, or that the 
Lender may reasonably request, in order to perfect and protect any security 
interest granted or purported to be granted hereby or to enable the Lender to 
exercise and enforce its rights and remedies hereunder with respect to any 
Collateral.

     SECTION XVIII.2     Stock Powers, etc.  The Pledgor agrees that all 
Pledged Shares (and all other shares of capital stock constituting Collateral) 
delivered by the Pledgor pursuant to this Pledge Agreement will be accompanied 
by duly executed undated blank stock powers, or other equivalent instruments of 
transfer acceptable to the Lender.  The Pledgor will, from time to time upon the
request of the Lender, promptly deliver to the Lender such stock powers, 
instruments, and similar documents, satisfactory in form and substance to the 
Lender, with respect to the Collateral as the Lender may reasonably request and 
will, from time to time upon the request of the Lender after the occurrence of 
any Event of Default, promptly transfer any Pledged Shares or other shares of 
common stock constituting Collateral into the name of any nominee designated by 
the Lender.

     SECTION XVIII.3     Continuous Pledge.  Subject to Section 2.4, the 
Pledgor will, at all times, keep pledged to the Lender pursuant hereto all 
Pledged Shares and all other shares of capital stock constituting Collateral, 
all Dividends and Distributions with respect thereto, and all other Collateral 
and other securities, instruments, proceeds, and rights from time to time 
received by or distributable to the Pledgor in respect of any Collateral.

     SECTION XVIII.4     Voting Rights; Dividends, etc.  The Pledgor agrees:

          XVIII.4.1     After any Default shall have occurred and be 
     continuing, promptly upon receipt thereof by the Pledgor and without any 
     request therefor by the Lender, to deliver (properly endorsed where 
     required hereby or requested by the Lender) to the Lender all Dividends, 
     Distributions, all interest, all principal, all other cash payments, and 
     all proceeds of the Collateral, all of which shall be held by the Lender 
     as additional Collateral for use in accordance with Section 6.4; and
     
          XVIII.4.2     After any Event of Default shall have occurred and be 
     continuing and the Lender has notified the Pledgor of the Lender's 
     intention to exercise its voting power under this Section 4.4.2
     
               (ai     the Lender may exercise (to the exclusion of the 
          Pledgor) the voting power and all other incidental rights of 
          ownership with respect to any Pledged Shares or other shares of 
          capital stock constituting Collateral and the Pledgor hereby grants 
          the Lender an irrevocable proxy, exercisable under such 
          circumstances, to vote the Pledged Shares and such other Collateral, 
          and

               (bi     promptly to deliver to the Lender such additional 
          proxies and other documents as may be necessary to allow the Lender 
          to exercise such voting power.
     
All Dividends, Distributions, interest, principal, cash payments, and proceeds 
which may at any time and from time to time be held by the Pledgor but which the
Pledgor is then obligated to deliver to the Lender, shall, until delivery to the
Lender, be held by the Pledgor separate and apart from its other property in 
trust for the Lender.  The Lender agrees that unless an Event of Default shall 
have occurred and be continuing and the Lender shall have given the notice 
referred to in Section 4.4.2, the Pledgor shall have the exclusive voting power 
with respect to any shares of capital stock (including any of the Pledged 
Shares) constituting Collateral and the Lender shall, upon the written request 
of the Pledgor, promptly deliver such proxies and other documents, if any, as 
shall be reasonably requested by the Pledgor which are necessary to allow the 
Pledgor to exercise voting power with respect to any such share of capital stock
(including any of the Pledged Shares) constituting Collateral; provided, 
however, that no vote shall be cast, or consent, waiver, or ratification given, 
or action taken by the Pledgor that would cause an Event of Default, impair any 
Collateral or be inconsistent with or violate any provision of the Credit 
Agreement or any other Loan Document (including this Pledge Agreement).

     SECTION XVIII.5     Additional Undertakings.  The Pledgor will not, 
without the prior written consent of the Lender, (a) sell, assign, transfer, 
pledge, or encumber in any other manner Pledgor's interest in the Pledged Share 
Issuer, or (b) permit any of the assets of the Pledged Share Issuer to be sold, 
assigned, transferred, pledged, or encumbered in any other manner.


                             ARTICLE XIX

                             THE LENDER

     SECTION XIX.1     Lender Appointed Attorney-in-Fact.  The Pledgor hereby 
irrevocably appoints the Lender the Pledgor's attorney-in-fact, with full 
authority in the place and stead of the Pledgor and in the name of the Pledgor 
or otherwise, from time to time in the Lender's discretion, to take any action 
and to execute any instrument which the Lender may deem necessary or advisable 
to accomplish the purposes of this Pledge Agreement, including without 
limitation:

          XIX.1.1     After the occurrence and continuance of a Default, to 
     ask, demand, collect, sue for, recover, compromise, receive and give 
     acquittance and receipts for moneys due and to become due under or in 
     respect of any of the Collateral.

          XIX.1.2     To receive, endorse, and collect any drafts or other 
     instruments, documents and chattel paper, in connection with Section 5.1.1 
     above.

          XIX.1.3     To file any claims or take any action or institute any 
     proceedings which the Lender may deem necessary or desirable for the 
     collection of any of the Collateral or otherwise to enforce the rights of 
     the Lender with respect to any of the Collateral.

The Pledgor hereby acknowledges, consents and agrees that the power of attorney 
granted pursuant to this Section is irrevocable and coupled with an interest. 
Notwithstanding the foregoing, prior to the occurrence of an Event of Default, 
the Lender agrees that it shall first request that the Pledgor perform such 
action and, if the Pledgor shall not have performed such action within five (5) 
days following such request, the Lender shall be entitled to take such action 
pursuant hereto.

     SECTION XIX.2     Lender May Perform.  If the Pledgor fails to perform any 
agreement contained herein after being requested in writing to so perform, the 
Lender may itself perform, or cause performance of, such agreement, and the 
reasonable expenses of the Lender incurred in connection therewith shall be 
payable by the Pledgor pursuant to Section 6.5.

     SECTION XIX.3     Lender Has No Duty.  The powers conferred on the Lender 
hereunder are solely to protect its interest in the Collateral and shall not 
impose any duty on it to exercise any such powers.  Except for the reasonable 
care of any Collateral in its possession and the accounting for moneys actually 
received by it hereunder, the Lender shall have no duty as to any Collateral or 
responsibility for (a) ascertaining or taking action with respect to calls, 
conversions, exchanges, maturities, tenders or other matters relative to any 
Pledged Property, whether or not the Lender has or is deemed to have knowledge 
of such matters, or (b) taking any necessary steps to preserve rights against 
prior parties or any other rights pertaining to any Collateral.

     SECTION XIX.4     Reasonable Care.  The Lender is required to exercise 
reasonable care in the custody and preservation of any of the Collateral in its 
possession; provided, however, the Lender shall be deemed to have exercised 
reasonable care in the custody and preservation of any of the Collateral, if it 
takes such action for that purpose as the Pledgor reasonably requests in writing
at times other than upon the occurrence and during the continuance of any Event 
of Default, but failure of the Lender to comply with any such request at any 
time shall not in itself be deemed a failure to exercise reasonable care.


                                ARTICLE XX

                                REMEDIES

     SECTION XX.1     Certain Remedies.  If any Event of Default shall have 
occurred and be continuing:     

          XX.1.1     The Lender may exercise in respect of the Collateral, in 
     addition to other rights and remedies provided for herein or otherwise 
     available to it, all the rights and remedies of a secured party on default 
     under the U.C.C. (whether or not the U.C.C. applies to the affected 
     Collateral) and also may, without notice except as specified below, sell 
     the Collateral or any part thereof in one or more parcels at public or 
     private sale, at any of the Lender's offices or elsewhere, for cash, on 
     credit or for future delivery, and upon such other terms as the Lender may 
     deem commercially reasonable.  The Pledgor agrees that, to the extent 
     notice of sale shall be required by law, at least ten days' prior notice 
     to the Pledgor of the time and place of any public sale or the time after 
     which any private sale is to be made shall constitute reasonable 
     notification.  The Lender shall not be obligated to make any sale of 
     Collateral regardless of notice of sale having been given.  The Lender may 
     adjourn any public or private sale from time to time by announcement at 
     the time and place fixed therefor, and such sale may, without further 
     notice, be made at the time and place to which it was so adjourned.

          XX.1.2     The Lender may

               (ai     transfer all or any part of the Collateral into the 
          name of the Lender or its nominee, with or without disclosing that 
          such Collateral is subject to the lien and security interest 
          hereunder;

               (bi     notify the parties obligated on any of the Collateral 
          to make payment to the Lender of any amount due or to become due 
          thereunder;

               (ci     enforce collection of any of the Collateral by suit 
          or otherwise, and surrender, release or exchange all or any part 
          thereof, or compromise or extend or renew for any period (whether or 
          not longer than the original period) any obligations of any nature 
          of any party with respect thereto;

               (di     endorse any checks, drafts, or other writings in the 
          Pledgor's name to allow collection of the Collateral;
          
               (ei     take control of any proceeds of the Collateral; and

               (fi     execute (in the name, place and stead of the Pledgor) 
          endorsements, assignments, stock powers and other instruments of 
          conveyance or transfer with respect to all or any of the Collateral.
     
     SECTION XX.2     Securities Laws.  If the Lender shall determine to 
exercise its right to sell all or any of the Collateral pursuant to Section 6.1,
the Pledgor agrees that, upon request of the Lender, the Pledgor will, at its 
own expense:

          XX.2.1     Execute and deliver, and cause each issuer of the 
     Collateral contemplated to be sold and the directors and officers thereof 
     to execute and deliver (in each case to the extent required by law), all 
     such instruments and documents, and do or cause to be done all such other 
     acts and things, as may be necessary or, in the opinion of the Lender, 
     advisable to register such Collateral under, or otherwise permit the 
     Collateral to be privately sold or transferred in compliance with, the 
     provisions of the Securities Act of 1933, as from time to time amended 
     (the "Securities Act"), and to cause the registration statement relating 
     thereto to become effective and to remain effective for such period as 
     prospectuses are required by law to be furnished, and to make all 
     amendments and supplements thereto and to the related prospectus which, in 
     the opinion of the Lender, are necessary or advisable, all in conformity 
     with the requirements of the Securities Act and the rules and regulations 
     of the Securities and Exchange Commission applicable thereto.
     
          XX.2.2     Use its best efforts to qualify the Collateral under, or 
     to permit the Collateral to be privately sold or transferred in compliance 
     with, the state securities or "Blue Sky" laws and to obtain all necessary 
     governmental approvals for the sale of the Collateral, as requested by the 
     Lender.

          XX.2.3     Cause each such issuer to make available to its security 
     holders, as soon as practicable, an earnings statement that will satisfy 
     the provisions of Section 11(a) of the Securities Act.
     
          XX.2.4     Do or cause to be done all such other acts and things as 
     may be necessary to make such sale of the Collateral or any part thereof 
     valid and binding and in compliance with applicable law.

     SECTION XX.3     Compliance with Restrictions.  The Pledgor agrees that in 
any sale of any of the Collateral whenever an Event of Default shall have 
occurred and be continuing, the Lender is hereby authorized to comply with any 
limitation or restriction in connection with such sale as it may be advised by 
counsel is necessary in order to avoid any violation of applicable law 
(including compliance with such procedures as may restrict the number of 
prospective bidders and purchasers, require that such prospective bidders and 
purchasers have certain qualifications, and restrict such prospective bidders 
and purchasers to persons who will represent and agree that they are purchasing 
for their own account for investment and not with a view to the distribution or 
resale of such Collateral), or in order to obtain any required approval of the 
sale or of the purchaser by any governmental regulatory authority or official, 
and the Pledgor further agrees that such compliance shall not result in such 
sale being considered or deemed not to have been made in a commercially 
reasonable manner, nor shall the Lender be liable nor accountable to the Pledgor
for any discount allowed by the reason of the fact that such Collateral is sold 
in compliance with any such limitation or restriction.

     SECTION XX.4     Application of Proceeds.  All cash proceeds received by 
the Lender in respect of any sale of, collection from, or other realization 
upon, all or any part of the Collateral may, in the discretion of the Lender, be
held by the Lender as additional collateral security for, or then or at any time
thereafter be applied (after payment of any amounts payable to the Lender 
pursuant to Sections 10.3 and 10.4 of the Credit Agreement and Section 6.5 
hereof) in whole or in part by the Lender against, all or any part of the 
Secured Obligations in such order as the Lender shall elect.  Any surplus of 
such cash or cash proceeds held by the Lender and remaining after payment in 
full of all the Secured Obligations, and the termination of all Commitments and 
any other commitments by the Lender to the Pledgor, shall be paid over to the 
Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

     SECTION XX.5     Indemnity and Expenses.  The Pledgor hereby indemnifies 
and holds harmless the Lender from and against any and all claims, losses, and 
liabilities arising out of or resulting from this Pledge Agreement (including 
enforcement of this Pledge Agreement), except claims, losses, or liabilities 
resulting from the Lender's gross negligence or wilful misconduct.  Upon demand,
the Pledgor will pay to the Lender the amount of any and all reasonable 
expenses, including the reasonable fees and disbursements of its counsel and of 
any experts and agents, which the Lender may incur in connection with:

               (ai     the exercise or enforcement of any of the rights of 
          the Lender hereunder; or
     
               (bi     the failure by the Pledgor to perform or observe any 
          of the provisions hereof.     


                               ARTICLE XXI
 
                        MISCELLANEOUS PROVISIONS

     SECTION XXI.1     Loan Document.  This Pledge Agreement is a Loan Document 
executed pursuant to the Credit Agreement and shall (unless otherwise expressly 
indicated herein) be construed, administered and applied in accordance with the 
terms and provisions thereof.

     SECTION XXI.2     Amendments, etc.  No amendment to or waiver of 
any provision of this Pledge Agreement nor consent to any departure by the 
Pledgor herefrom shall in any event be effective unless the same shall be in 
writing and signed by the Lender, and then such waiver or consent shall be 
effective only in the specific instance and for the specific purpose for which 
it is given.

     SECTION XXI.3     Protection of Collateral.  The Lender may from time 
to time, at its option, perform any act which the Pledgor agrees hereunder to 
perform and which the Pledgor shall fail to perform after being requested in 
writing so to perform (it being understood that no such request need be given 
after the occurrence and during the continuance of an Event of Default) and the 
Lender may from time to time take any other action which the Lender reasonably 
deems necessary for the maintenance, preservation or protection of any of the 
Collateral or of its security interest therein.

     SECTION XXI.4     Addresses for Notices.  All notices and other 
communications provided to any party hereto under this Pledge Agreement shall be
in writing and shall be hand delivered or sent by a nationally recognized 
overnight courier, certified mail (return receipt requested), or telecopy to 
such party at its address or telecopy number set forth on the signature pages 
hereof or at such other address or telecopy number as may be designated by such 
party in a notice to the other party.  Without limiting any other means by which
a party may be able to provide that a notice has been received by the other 
party, a notice shall be deemed to be duly received (a) if sent by hand, on the 
date when left with a responsible person at the address of the recipient; (b) if
sent by certified mail, on the fifth business day after delivery to the U.S. 
Post Office; (c) if sent by overnight courier, on the first business day after 
delivery to such courier; or (d) if sent by telecopy, on the date of receipt by 
the sender of an acknowledgment or transmission reports generated by the machine
from which the telecopy was sent indicating that the telecopy was sent in its 
entirety to the recipient's telecopy number.

     SECTION XXI.5     Section Captions.  Section captions used in this Pledge 
Agreement are for convenience of reference only, and shall not affect the 
construction of this Pledge Agreement.

     SECTION XXI.6     Severability.  Wherever possible each provision of this 
Pledge Agreement shall be interpreted in such manner as to be effective and 
valid under applicable law, but if any provision of this Pledge Agreement shall 
be prohibited by or invalid under such law, such provision shall be ineffective 
to the extent of such prohibition or invalidity, without invalidating the 
remainder of such provision or the remaining provisions of this Pledge 
Agreement.

     SECTION XXI.7     The Lender as Agent for its Affiliates.  As described 
above, certain Affiliates of the Lender are or may become parties to certain 
Hedging Agreements with the Pledgor and/or Affiliates of the Pledgor.  This 
Pledge Agreement secures the obligations of the Pledgor and such Affiliates, as 
the case may be, under such Hedging Agreements, and the parties hereto 
acknowledge for all purposes that the Lender acts as agent on behalf of such 
Affiliates of the Lender which are so entitled to share in the rights and 
benefits accruing to the Lender under this Pledge Agreement.

     SECTION XXI.8     Governing Law, Entire Agreement, etc.  THIS 
PLEDGE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE 
INTERNAL LAWS OF THE STATE OF ILLINOIS, EXCEPT TO THE EXTENT THAT THE VALIDITY 
OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN 
RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION 
OTHER THAN THE STATE OF ILLINOIS.  THIS PLEDGE AGREEMENT AND THE OTHER LOAN 
DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH 
RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN
OR ORAL, WITH RESPECT THERETO.

     SECTION 7.9     Non-Recourse Nature of Liability.

     (a)     Notwithstanding anything to the contrary contained or implied in 
this Pledge Agreement, the Pledgor shall not be personally liable under any 
theory for any amount due under the Credit Agreement, the Notes or such other 
Loan Documents, and the Lender shall not seek a deficiency or personal judgment 
against the Pledgor for payment of the Obligations evidenced by the Credit 
Agreement, the Notes or such other Loan Documents.  No property or assets of the
Pledgor, other than the Collateral pledged pursuant to this Pledge Agreement, 
shall be sold, levied upon or otherwise used to satisfy any judgment rendered in
connection with any action brought against the Borrower or its Subsidiaries with
respect to this Pledge Agreement, the Credit Agreement, the Notes or such other 
Loan Documents.

     (b)     Notwithstanding the provisions of Section 7.9(a) to the contrary, 
nothing contained in this Pledge Agreement, the Credit Agreement or any other 
Loan Document shall be construed to (i) impair or limit the rights of the Lender
arising under this Pledge Agreement, or any other Security Document or other 
documents to which the Pledgor is a party thereto in its individual capacity; 
(ii) impair or limit any of the Obligations of the Borrower or its Subsidiaries 
under any Loan Document to which it is a party; (iii) impair or limit the 
validity of the indebtedness evidenced by this Pledge Agreement, the Credit 
Agreement, the Notes or the other Loan Documents or prevent the taking of any 
action permitted by law against the Borrower or its Subsidiaries or the assets 
of the Borrower or its Subsidiaries or the proceeds of such assets; or 
(iv) prevent the commencement of any action, suit or proceeding against any 
Person (or prevent the service of papers under any Person) for the purpose of 
obtaining jurisdiction over the Borrower or its Subsidiaries.


     IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement 
to be duly executed and delivered by their respective officers thereunto duly 
authorized as of the day and year first above written.




                                   /s/ Tim J. Goff
                                   TIM J. GOFF




                                   BANK OF AMERICA NATIONAL TRUST AND
                                   SAVINGS ASSOCIATION


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

                                   Address:     333 Clay Street
                                                Suite 4550
                                                Houston, TX 77002

                                   Facsimile No.:     (713) 651-4888
          
                                   Attention:      Richard A. Bernardy

                          ATTACHMENT 1
                               to 
                         Pledge Agreement





Pledged Shares

Pledged Share Issuer                 Convertible Preferred, Series A     
                        
                 Authorized    Outstanding    Number of Shares   % of Shares 
                  Shares         Shares          Pledged           Pledged 
                 _____________________________________________________________
Future Petroleum   200,000       100,000         32,333.3333       32.3333%
Corporation,
a Utah corporation

                                EXHIBIT 99.15



                    Amendment to Pledge Agreement


     This AMENDMENT TO PLEDGE AGREEMENT (this "Amendment") dated as of the 15th 
day of December, 1998, by and between BARGO ENERGY RESOURCES, LTD., a Texas 
limited partnership (the "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 the Amended and Restated Credit Agreement, dated as 
of December 4, 1998 (together with all amendments and other modifications, if 
any, from time to time thereafter made thereto, the "Credit Agreement"), between
FUTURE PETROLEUM CORPORATION, a Utah corporation (the "Borrower") and the 
Lender, the Lender has extended Commitments to make Loans to, and issue Letters 
of Credit at the request of, the Borrower; and

     WHEREAS, as a condition precedent to the making of Loans under the Prior 
Agreement, Pledgor executed and delivered a Pledge Agreement dated as of August 
14, 1998 (such agreement, as amended or modified from time to time, the "Pledge 
Agreement") whereunder Pledgor granted to Lender a continuing security interest 
in the Collateral.  Unless otherwise defined herein or the context otherwise 
requires, capitalized terms used in this Amendment, including its preamble and 
recitals, have the respective meanings provided in the Pledge Agreement; and

     WHEREAS, as a condition precedent to the making of Loans and issuance of 
Letters of Credit under the Credit Agreement, and to a Lender's or an Affiliate 
of a Lender's obligations under the Hedging Agreements, Pledgor is required to 
execute and deliver this Amendment; and

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

     1.     Grant of Security Interest.  The Pledgor hereby pledges, 
hypothecates, assigns, charges, mortgages, delivers, and transfers to the 
Lender, and hereby grants to the Lender a continuing security interest in, all 
issued and outstanding shares of the respective class of the capital stock of 
each Pledged Share Issuer as set forth in Attachment 1a hereto. 

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Amended and 
Restated Credit Agreement.

     3.     Amendment, Pledge Agreement.  The 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.

     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 Amendment and all other Loan 
          Documents delivered to the Lender in connection herewith, and this 
          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 except such representations and 
          warranties which related solely to such earlier date 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 Existing 
          Agreement, the Amended and Restated 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 Existing 
          Agreement, the Amended and Restated Credit Agreement or any other 
          Loan Document.

     5.     Counterparts.  This 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.

     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 Amendment are intended for convenience only and shall not in any way affect
the meaning or construction of any provision of this Amendment.

     8.     Lender Consents.  Lender hereby acknowledges and consents to the 
transfer of the shares of the respective class of capital stock of each Pledged 
Share Issuer set forth in Attachment 1a hereto to the partners of Pledgor, 
provided, that the transferees of such shares of capital stock pledge, 
hypothecate, assign, charge, mortgage, deliver, and transfer to Lender, and 
grant Lender a continuing security interest in, in a manner acceptable to Lender
in its sole discretion, all such shares so transferred.  Upon such transfer and 
creation of such security interest, Lender hereby agrees to release its  
interest in the shares of the respective class of capital stock of each Pledged 
Share Issuer set forth in Attachment 1a hereto. 

     9.     Changes and Modifications In Writing.  No provision of this 
Amendment may be changed or modified except by an instrument in writing signed 
by all of the parties hereto.


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


                         BARGO ENERGY RESOURCES, LTD., a Texas limited 
                         partnership

                         By:   Bargo Operating Company, Inc., a Texas 
                              corporation, General Partner


                         By:   /s/ Timothy J. Goff                   
                             Name:          Timothy J. Goff
                         Title:     Manager

                         Address:    700 Louisiana Street
                                     Suite 3700
                                     Houston, Texas 77002

                         Telecopy:     (713) 236-9799



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


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



                         ATTACHMENT 1a

                              to 

                    Amendment to Pledge Agreement





Pledged Shares

Pledged Share Issuer                Convertible Preferred, Series A   
                       
                  Authorized     Outstanding    Number of Shares   % of Shares
                   Shares            Shares           Pledged        Pledged 
                  _____________________________________________________________
Future Petroleum   200,000         100,000          100,000            100%
Corporation,
a Utah corporation
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 746393}]
{"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": "98778479"}, "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"}}
UNITED STATES 
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                             
                               FORM 8-K

         CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                   SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 15, 1998

                    Commission file number     0-8609     

                     Future Petroleum Corporation     
     (Exact name of small business issuer as specified in charter)

         Utah                                        87-0239185      
(State or other jurisdiction of                (I.R.S. Employer         
incorporation or organization)                Identification No.)       

2351 West Northwest Highway, Suite 2130
            Dallas, Texas                                        75220 
(Address of principal executive offices)                       (Zip Code) 

                            (214)350-7602              
           (Issuer's telephone number, including area code)

                             Not Applicable                       
        (Former name, former address, and former fiscal year, 
              if changed since last report)

             ITEM  2. ACQUISITION OR DISPOSITION OF ASSETS

     Future Petroleum Corporation (the "Company") acquired as of 
December 15, 1998 substantially all of the assets and liabilities, 
including the going concern value, of Bargo Energy Resources, 
Ltd., a Texas limited partnership and principal shareholder of the 
Company ("Bargo"), for $2 million and 100,000 shares of a new 
class of preferred stock of the Company ("Preferred Stock").  Each 
share of Preferred Stock is convertible at any time into 260 
shares of common stock and votes as a class with the common stock 
on all matters.  Each share of Preferred Stock has 260 votes. The 
Preferred Stock will participate with the common stock on 
liquidating distributions and dividends, with each share of 
Preferred Stock being entitled to 260 times the amount paid to 
common shareholders.  Bargo has distributed the shares of 
Preferred Stock to its partners.

     In addition, Future issued 8,333,333 shares of its common stock to 
Bargo Energy Company, a Texas general partnership ("Bargo 
Energy"), and TJG Investments, Inc., a Texas corporation ("TJG"), 
in exchange for the cancellation of outstanding debt aggregating 
$4 million.  Bargo Energy and TJG are affiliates of Bargo. As of 
the close of the transaction, Bargo and its affiliates owned 
approximately 80.8% of the outstanding common stock, including the 
Preferred Stock on an as converted basis, of the Company.

     The cash portion of the purchase price was funded under the 
Company's credit facility with Bank of America National Trust and 
Savings Association.  Pursuant to pledge agreements, each of which 
is dated December 15, 1998 ("Pledge Agreements"), Bargo Energy, 
TJG and the partners of Bargo have pledged their shares of common 
stock of Future to secure Future's borrowings under the credit 
facility.  If an event of default occurs under the credit 
facility, the bank will have the right to vote all of the shares 
of Future subject to the Pledge Agreements, and following 
foreclosure on the common stock, will have the right to sell the 
common stock as provided in the Pledge Agreements and applicable 
law.

     In connection with the transaction, the Company, Bargo, Bargo 
Energy, TJG, Mr. B. Carl Price, Mr. Don Wm. Reynolds (Mr. Price 
and Mr. Reynolds are referred to as the "Price Group") and certain 
other shareholders entered into an Amended and Restated 
Shareholders' Agreement whereby Bargo's board representation was 
increased from two director nominees to four director nominees and 
the Price Group's board representation was decreased from two 
director nominees to one director nominee.  Accordingly, Mr. Don 
Wm. Reynolds and Mr. Charles Laudeman resigned from the Company's 
Board of Directors effective December 15, 1998.  The vacancies 
were filled by Mary Elizabeth Vanderhider and Kimberly G. Seekely 
as nominees of Bargo.

     Promptly following closing, the Company has agreed to file a proxy 
statement or information statement with the Securities and 
Exchange Commission to change its name to Bargo Energy Company and 
to increase the number of shares of common stock Future is 
authorized to issue.

                ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(a)     Financial Statements of Business Acquired.  Financial 
        statements required by this item will be filed by amendment as 
        soon as practicable, but no later than February 28, 1999.

(b)     Pro forma Financial Information.  Pro-forma financial 
        statements required by this item will be filed by amendment as 
        soon as practicable, but no later than February 28, 1999.
 
(c)     Exhibits

The following exhibits are included as part of this report:

Exhibit
Number                    Title of Document                      Location
---------------------------------------------------------------------------
1.               Underwriting Agreement                              (d)

2.               Plan of acquisition, reorganization, 
                 arrangement, liquidation of succession

  2.2            Asset Purchase Agreement and Plan of                (c)
                 Reorganization dated December 15, 1998 by           
                 and among the Company, Bargo Energy 
                 Resources, Ltd., Bargo Energy Company and 
                 TJG Investments, Inc.

 4.              Instruments defining the rights of security         
                 holders, including indentures

  4.1             Articles of Restatement of the Articles of         (b)
                  Incorporation

  4.2             Bylaws                                             (b)
          
  4.3             Agreement dated August 14, 1998 by and among       (a)
                  B. Carl Price, Bargo Energy Resources, Ltd., 
                  Energy Capital Investment Company PLC, and 
                  EnCap Equity 1994 Limited Partnership 

  4.4             Certificate of Designation of Convertible          (c)
                  Preferred Stock, Series A

 16.              Letter on change in certifying accountant          (d)
          
 17.              Letter on director resignation                     (d)
          
 20.              Other documents or statements to security 
                  holders                                            (d)
          
 23.              Consents of experts and counsel                    (d)
          
 24.              Power of attorney                                  (d)
          
 27.              Financial Data Schedule                            (e)

99.               Material Contracts
          
 99.1             Registration Rights Agreement among the            (a)
                  Company and Bargo Energy Resources, Ltd. 
                  dated August 14, 1998

 99.2             First Amendment to Registration Rights             (c)
                  Agreement among the Company, Bargo Energy 
                  Resources, Ltd., Bargo Energy Company, TJG 
                  Investments, Inc. and certain other 
                  shareholders dated December 15, 1998

 99.3             Registration Rights Agreement among the            (a)
                  Company, Energy Capital Investment Company 
                  PLC and EnCap Equity 1994 Limited 
                  Partnership dated August 14, 1998

 99.4             First Amendment to Registration Rights             (c)
                  Agreement among the Company, Energy Capital 
                  Investment Company PLC and EnCap Equity 1994 
                  Limited Partnership dated December 15, 1998

 99.5             Registration Rights Agreement among the            (a)
                  Company, B. Carl Price and certain other 
                  shareholders dated August 14, 1998

 99.6             First Amendment to Registration Rights             (c)
                  Agreement among the Company, B. Carl Price 
                  and certain other shareholders dated 
                  December 15, 1998

 99.7             Stock Purchase Warrant by the Company to           (a)
                  Bargo Energy Resources, Ltd. dated August 
                  14, 1998

 99.8             Amended and Restated Shareholders' Agreement       (c)
                  by and among the Company, Bargo Energy 
                  Resources, Ltd., Energy Capital Investment 
                  Company PLC, EnCap Equity 1994 Limited 
                  Partnership, B. Carl Price, Don Wm. 
                  Reynolds, Bargo Energy Company, TJG 
                  Investments, Inc. and certain other 
                  shareholders dated December 15, 1998

 99.9             Amended Credit Agreement between the Company       (c)
                  and Bank of America National Trust and 
                  Savings Association dated December 4, 1998

 99.10            Pledge Agreement between Bank of America and       (c)
                  Bargo Energy Company dated December 15, 
                  1998

 99.11            Pledge Agreement between Bank of America and       (c)
                  TJG Investments, Inc. dated December 15, 
                  1998

 99.12            Pledge Agreement between Bank of America and       (c)
                  James Sowell dated December 15, 1998

 99.13            Pledge Agreement between Bank of America and       (c)
                  Thomas D. Barrow dated December 15, 1998

 99.14            Pledge Agreement between Bank of America and       (c)
                  Tim J. Goff dated December 15, 1998

 99.15            Pledge Agreement between Bank of America and       (c)
                  Bargo Operating Company, Inc. dated December 
                  15, 1998
___________________________________

(a)     Incorporated by reference from the Company's report on 
        Form 10-QSB for the fiscal quarter ended June 30, 1998, filed with 
        the Securities and Exchange Commission on August 19, 1998.

(b)     Incorporated by reference from the Company's report on 
        Form 10-K for the fiscal year ended December 31, 1994, filed with 
        the Securities and Exchange Commission on April 17, 1995.

(c)     Filed herewith.

(d)     Inapplicable to this filing.

(e)     To be filed by amendment.

                               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.

                                        FUTURE PETROLEUM CORPORATION
                                        (Registrant)

                                        /s/   B. Carl Price          
Dated:  December 30, 1998               By:     B. Carl Price, 
                                        Title: Vice President Corporate
                                               Development

===========================================================================

                              EXHIBIT INDEX

Exhibit
Number                    Title of Document                      Location
---------------------------------------------------------------------------
1.               Underwriting Agreement                              (d)

2.               Plan of acquisition, reorganization, 
                 arrangement, liquidation of succession

  2.2            Asset Purchase Agreement and Plan of                (c)
                 Reorganization dated December 15, 1998 by           
                 and among the Company, Bargo Energy 
                 Resources, Ltd., Bargo Energy Company and 
                 TJG Investments, Inc.

4.               Instruments defining the rights of security         
                 holders, including indentures

  4.1             Articles of Restatement of the Articles of         (b)
                  Incorporation

  4.2             Bylaws                                             (b)
          
  4.3             Agreement dated August 14, 1998 by and among       (a)
                  B. Carl Price, Bargo Energy Resources, Ltd., 
                  Energy Capital Investment Company PLC, and 
                  EnCap Equity 1994 Limited Partnership 

  4.4             Certificate of Designation of Convertible          (c)
                  Preferred Stock, Series A

 16.              Letter on change in certifying accountant          (d)
          
 17.              Letter on director resignation                     (d)
          
 20.              Other documents or statements to security 
                  holders                                            (d)
          
 23.              Consents of experts and counsel                    (d)
          
 24.              Power of attorney                                  (d)
          
 27.              Financial Data Schedule                            (e)

99.               Material Contracts
          
 99.1             Registration Rights Agreement among the            (a)
                  Company and Bargo Energy Resources, Ltd. 
                  dated August 14, 1998

 99.2             First Amendment to Registration Rights             (c)
                  Agreement among the Company, Bargo Energy 
                  Resources, Ltd., Bargo Energy Company, TJG 
                  Investments, Inc. and certain other 
                  shareholders dated December 15, 1998

 99.3             Registration Rights Agreement among the            (a)
                  Company, Energy Capital Investment Company 
                  PLC and EnCap Equity 1994 Limited 
                  Partnership dated August 14, 1998

 99.4             First Amendment to Registration Rights             (c)
                  Agreement among the Company, Energy Capital 
                  Investment Company PLC and EnCap Equity 1994 
                  Limited Partnership dated December 15, 1998

 99.5             Registration Rights Agreement among the            (a)
                  Company, B. Carl Price and certain other 
                  shareholders dated August 14, 1998

 99.6             First Amendment to Registration Rights             (c)
                  Agreement among the Company, B. Carl Price 
                  and certain other shareholders dated 
                  December 15, 1998

 99.7             Stock Purchase Warrant by the Company to           (a)
                  Bargo Energy Resources, Ltd. dated August 
                  14, 1998

 99.8             Amended and Restated Shareholders' Agreement       (c)
                  by and among the Company, Bargo Energy 
                  Resources, Ltd., Energy Capital Investment 
                  Company PLC, EnCap Equity 1994 Limited 
                  Partnership, B. Carl Price, Don Wm. 
                  Reynolds, Bargo Energy Company, TJG 
                  Investments, Inc. and certain other 
                  shareholders dated December 15, 1998

 99.9             Amended Credit Agreement between the Company       (c)
                  and Bank of America National Trust and 
                  Savings Association dated December 4, 1998

 99.10            Pledge Agreement between Bank of America and       (c)
                  Bargo Energy Company dated December 15, 
                  1998

 99.11            Pledge Agreement between Bank of America and       (c)
                  TJG Investments, Inc. dated December 15, 
                  1998

 99.12            Pledge Agreement between Bank of America and       (c)
                  James Sowell dated December 15, 1998

 99.13            Pledge Agreement between Bank of America and       (c)
                  Thomas D. Barrow dated December 15, 1998

 99.14            Pledge Agreement between Bank of America and       (c)
                  Tim J. Goff dated December 15, 1998

 99.15            Pledge Agreement between Bank of America and       (c)
                  Bargo Operating Company, Inc. dated December 
                  15, 1998
___________________________________

(a)     Incorporated by reference from the Company's report on 
        Form 10-QSB for the fiscal quarter ended June 30, 1998, filed with 
        the Securities and Exchange Commission on August 19, 1998.

(b)     Incorporated by reference from the Company's report on 
        Form 10-K for the fiscal year ended December 31, 1994, filed with 
        the Securities and Exchange Commission on April 17, 1995.

(c)     Filed herewith.

(d)     Inapplicable to this filing.

(e)     To be filed by amendment.
=========================================================================

                               EXHIBIT 2.2

                       ASSET PURCHASE AGREEMENT

                                   and

                        PLAN OF REORGANIZATION

                               by and among

                      FUTURE PETROLEUM CORPORATION
                          (a Utah corporation)

                                   and

                     BARGO ENERGY RESOURCES, LTD.
                    (a Texas limited partnership)

                                   and

                         BARGO ENERGY COMPANY
                     (a Texas general partnership)

                                   and

                        TJG INVESTMENTS, INC.
                       (a Texas corporation)

December 15, 1998
============================================================================

TABLE OF CONTENTS

ARTICLE I     Definitions, References and Construction                   1
Section 1.1   Certain Defined Terms                                      1
Section 1.2   References and Construction                                5
ARTICLE II    Purchase and Sale                                          6
Section 2.1   Transfer of Property                                       6
Section 2.2   Issuance of Shares                                         8
Section 2.3   Assumption of Liabilities                                  8
Section 2.4   Acquisition of Future Securities; Bargo Furniture and 
              Equipment                                                  8
Section 2.5  Closing                                                     9
ARTICLE III  Representations and Warranties of Resources, Bargo and TJG  9
Section 3.1  Representations and Warranties of Resources                 9
             (a) Organization and Existence                              9
             (b) Power and Authority                                     9
             (c) Valid and Binding Agreement                             9
             (d) Non-Contravention                                       10
             (e) Title to Property                                       10
             (f) Approvals                                               10
             (g) Pending Litigation                                      10
             (h) Investment Experience                                   10
             (i) Purchase for Own Account                                10
             (j) No Solicitation                                         11
             (k) Disclaimer of Warranties                                11
Section 3.2  Representations and Warranties of Bargo                     12
             (a) Organization and Existence                              12
             (b) Power and Authority                                     12
             (c) Valid and Binding Agreement                             12
             (d) Non-Contravention                                       12
             (e) Ownership of Bargo Debt Securities and Bargo Furniture and 
                 Equipment                                               13
             (f) Approvals                                               13
             (g) Pending Litigation                                      13
             (h) Investment Experience                                   13
             (i) Purchase for Own Account                                13
             (j) No Solicitation                                         14
             (k) Disclaimer of Warranties                                14
Section 3.3  Representations and Warranties of TJG                       14
             (a) Organization and Existence                              14
             (b) Power and Authority                                     14
             (c) Valid and Binding Agreement                             15
             (d) Non-Contravention                                       15
             (e) Ownership of TJG Debt Securities                        15
             (f) Approvals                                               15
             (g) Pending Litigation                                      16
             (h) Investment Experience                                   16
             (i) Purchase for Own Account                                16
             (j) No Solicitation                                         16
             (k) Disclaimer of Warranties                                17
ARTICLE IV   Representations and Warranties of Future                    17
Section 4.1  Organization and Existence                                  17
Section 4.2  Power and Authority                                         17
Section 4.3  Valid and Binding Agreement                                 17
Section 4.4  Authorization of Preferred Stock and Future Common Stock    18
Section 4.5  Non-Contravention                                           18
Section 4.6  Approvals                                                   18
Section 4.7  Capitalization                                              18
Section 4.8  Certificates for Future Preferred and Common Shares         19
Section 4.9  SEC Filings                                                 19
Section 4.10 No Other Representations or Warranties                      19
ARTICLE V    Certain Covenants                                           19
Section 5.1  Access to Information                                       19
Section 5.2  Confidentiality                                             20
Section 5.3  Registration Rights Agreements; Shareholder Agreement       21
Section 5.4  Cooperation in Receipt of Required Consents                 21
Section 5.5  Amendment of Articles of Incorporation                      21
Section 5.6  Certain Affirmative Post-Closing Covenants                  22
Section 5.7  Resignation of Directors                                    22
Section 5.8  Change of Name                                              22
Section 5.9  Management Agreement                                        22
Section 5.10 Certificate of Designation                                  22
ARTICLE VI   Conditions Precedent to the Obligations of the 
             Parties; Closing Deliveries                                 22
Section 6.1  Conditions Precedent to the Obligations of Future           22
Section 6.2  Conditions Precedent to the Obligations of Resources, 
             Bargo and TJG                                               23
Section 6.3  Future's Closing Deliveries                                 24
Section 6.4  Deliveries to Future                                        25
ARTICLE VII  Termination of This Agreement                               26
Section 7.1  No Solicitation                                             26
Section 7.2  Fee and Expense Reimbursements                              27
Section 7.3  Termination of the Agreement                                28
Section 7.4  Effect of Termination                                       28
ARTICLE VIII Notices                                                     29
ARTICLE IX   Commissions                                                 29
ARTICLE X    Miscellaneous Matters                                       30
Section 10.1 Survival of Representations and Warranties                  30
Section 10.2 Further Assurances                                          30
Section 10.3 Binding Effect: Successors and Assigns; No Third Party 
             Benefit                                                     30
Section 10.4 Expenses                                                    30
Section 10.5 Entire Agreement                                            30
Section 10.6 Public Statements                                           30
Section 10.7 Injunctive Relief                                           30
Section 10.8 Deceptive Trade Practices                                   31
Section 10.9 Amendments                                                  31
Section 10.10 Governing Law                                              31
Section 10.11 Counterparts                                               31

Exhibits:

Certificate of Designation of Preferred Stock                      Exhibit A
First Amendment to Resources Registration Rights Agreement         Exhibit B
First Amendment to EnCap Registration Rights Agreement             Exhibit C
First Amendment to Price Registration Rights Agreement             Exhibit D
Administrative Services Agreement                                  Exhibit E
Amended and Restated Shareholders' Agreement                       Exhibit F

Schedules:

Bargo Furniture and Equipment                                 Schedule 1.1
Real Property Owned and Leased                                Schedule 2.1(a)
Owned Personal Property                                       Schedule 2.1(b)
Leased Personal Property                                      Schedule 2.1(c)
Contracts                                                     Schedule 2.1(d)
Retained Oil and Gas Leases                                   Schedule 2.1(2)
Retained Contract Rights                                      Schedule 2.1(7)
Assumption of Liabilities                                     Schedule 2.3(vi)
Contracts Which Require Consent                               Schedule 3.1(d)
Stock Options of Future                                       Schedule 4.7

                         ASSET PURCHASE AGREEMENT
                                   AND
                          PLAN OF REORGANIZATION

     THIS ASSET PURCHASE AGREEMENT dated December 15, 1998, is made by 
and between Bargo Energy Resources, Ltd., a Texas limited partnership 
("Resources"), Bargo Energy Company, a Texas general partnership 
("Bargo"), TJG Investments, Inc., a Texas corporation ("TJG") and Future 
Petroleum Corporation, a Utah corporation ("Future").

WITNESSETH:

     WHEREAS, Resources is engaged in the evaluation, operation, 
acquisition, exploration, development and production of oil and gas 
properties ("Business");

     WHEREAS, Resources desires to assign and transfer, and Future 
desires to acquire, substantially all of the assets, including the going 
concern, of Resources and to assume the Assumed Liabilities (as 
hereinafter defined) of Resources in exchange for Future Preferred 
Shares, all on the terms and conditions more fully set forth herein; 

     WHEREAS, following the consummation of transfer of its assets to 
Future, Resources will distribute to its partners the Future stock and 
the rights under certain agreements related to such stock;

     WHEREAS, Bargo and TJG each desires to exchange debt securities of 
Future held by Bargo or TJG, and Bargo desires to assign and transfer 
furniture, equipment and office leases, for common stock of Future, and 
Future desires to exchange its common stock for such debt securities and 
assets, all on the terms and conditions set forth herein;

     WHEREAS, the parties hereto desire to set forth certain 
representations, warranties and covenants made by each to the other as 
an inducement to the consummation of the asset purchase contemplated 
hereby;

AGREEMENT:

     NOW, THEREFORE, in consideration of the foregoing Recitals and the 
mutual covenants and agreements contained herein, Resources, Bargo, TJG  
and Future do hereby agree as follows:

                                 ARTICLE I

                  Definitions, References and Construction

     Section 1.1     Certain Defined Terms.  When used in this 
Agreement, the following terms shall have the respective meanings 
assigned to them in this Section 1.1 or in the sections, subsections or 
other subdivisions referred to below

     "Administrative Services Agreement" shall mean the management 
agreement between Future and Bargo attached as Exhibit E.

     "Affiliate" shall mean, when used with respect to another Person, 
any Person directly or indirectly controlling, controlled by or under 
common control with such other Person.

     "Agreement" shall mean this Agreement, as hereafter changed, 
amended or modified in accordance with the terms hereof.

     "Amended and Restated Shareholders' Agreement" shall mean the 
amendment to the Shareholders' Agreement in the form attached as Exhibit 
F.

     "Assumed Liabilities" shall have the meaning assigned to such term 
in Section 2.3.

     "Bargo" shall have the meaning assigned to such term in the 
introductory paragraph to this Agreement.

     "Bargo Debt Securities" means the senior subordinated debt 
securities issued by Future and owned by Bargo, and evidenced by that 
certain note dated October 14, 1998, in the original principal amount of 
$3,397,600.

     "Bargo Furniture and Equipment" mean all office furniture, fixtures 
and office equipment owned or leased by Bargo on the Closing Date 
including, without limitation, all of the property and equipment listed 
or described on Schedule 1.1.

     "Business" has the meaning set forth in the Recitals.

     "Certificate of Designation" shall mean the certificate attached as 
Exhibit A.

     "Claims" shall mean all security interests, liens, pledges, 
interests arising in connection with community property laws or other 
laws relating to the rights of spouses, claims charges, escrows, 
encumbrances, options, rights of first refusal, mortgages, indentures, 
security agreements or other agreements, arrangements, contracts, 
commitments, understandings, obligations, whether written or oral and 
whether or not relating in any way to credit or the borrowing of money, 
voting agreements or proxies.

     "Closing" and "Closing Date" shall have the respective meanings 
assigned to such terms in Section 2.5.

     "Code" shall mean the Internal Revenue Code of 1986, as amended.

     "Commission" shall mean the Securities and Exchange Commission (or 
any successor body thereto).

     "Consolidated" shall refer to the consolidation of any Person, in 
accordance with GAAP, with its properly consolidated subsidiaries. 
References herein to a Person's Consolidated financial statements, 
financial position, financial condition, liabilities, etc. refer to the 
consolidated financial statements, financial position, financial 
condition, liabilities, etc. of such Person and its properly 
consolidated subsidiaries.

     "Contract" means any mortgage, indenture, agreement, contract, 
commitment, lease, plan, license, permit, authorization or other 
instrument, document, arrangement or understanding, written or 
unwritten, regardless of whether such contract is enforceable.

     "Debt Securities" means the Bargo Debt Securities and the TJG Debt 
Securities, collectively.

     "EnCap Entities" means EnCap Equity 1994 Limited Partnership and 
Energy Capital Investment Company PLC.

     "Environmental Laws" shall mean any and all laws relating to the 
environment or to emissions, discharges, releases or threatened releases 
of pollutants, contaminants, chemicals, or industrial, toxic or 
hazardous substances or wastes into the environment including ambient 
air, surface water, ground water, or land, 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.

     "Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, 
as amended, and all rules and regulations under such act.

     "Excluded Assets" shall have the meaning assigned to such term in 
Section 2.1.  

     "First Amendment to EnCap Registration Rights Agreement" means the 
amendment to the Registration Rights Agreement attached as Exhibit C.

     "First Amendment to Price Registration Rights Agreement" means the 
amendment to the Registration Rights Agreement attached as Exhibit D.

     "First Amendment to Resources Registration Rights Agreement" shall 
mean the amendment to the Registration Rights Agreement between 
Resources and Future in the form attached as Exhibit B.

     "Future" shall have the meaning assigned to such term in the 
introductory paragraph to this Agreement.

     "Future Common Shares" means, collectively, the 7,078,333 shares of 
Future Common Stock to be issued to Bargo and the 1,255,000 shares of 
Future Common Stock to be issued to TJG, as contemplated by this 
Agreement.

     "Future Common Stock" shall mean the shares of common stock of 
Future, $0.01 par value per share.

     "Future Preferred Shares" means the 100,000 shares of Series A 
Preferred Stock to be authorized by, and have the rights, privileges and 
preferences provided for in, the Certificate of Designation and to be 
issued to Resources pursuant to this Agreement.

     "Future Termination Fee" shall have the meaning assigned to such 
term in Section 7.2(a).

     "Future Preferred Stock" shall mean the shares of preferred stock 
of Future, $0.01 par value per share.

     "GAAP" shall mean those generally accepted accounting principles 
and practices which are recognized as such by the Financial Accounting 
Standards Board (or any generally recognized successor).

     "Leases" shall have the meaning assigned to such term in Section 
2.1(c).

     "Material Adverse Effect" shall mean with respect to any Person, a 
material adverse effect on the financial condition, results of 
operations, business or prospects of such Person and its consolidated 
subsidiaries, taken as a whole.

     "Person" shall mean an individual, corporation, partnership, 
limited liability company, association, joint stock company, trust or 
trustee thereof, estate or executor thereof, unincorporated organization 
or joint venture, or any other legally recognizable entity.

     "Personal Property" shall have the meaning assigned such term in 
Section 2.1(b).

     "Property" shall have the meaning assigned such term in Section 
2.1.

     "Real Property" shall have the meaning assigned to such term in 
Section 2.1(a).

     "Resources" has the meaning given to it in the introductory 
paragraph.

     "Returns" shall mean all returns, reports, estimates, declarations 
and statements of any nature regarding Taxes prior to the Closing 
required to be filed by the taxpayer relating to its income, properties 
or operations.

     "Securities Act" shall mean the U.S. Securities Act of 1933, as 
amended, and all rules and regulations under such act.

     "Subsidiary" means the following entities which are subsidiaries of 
Future: Future Petroleum Corporation, a Texas corporation; Future Energy 
Corporation, a Nevada corporation; Future Acquisition 1995, Ltd., a 
Texas limited partnership; BMC Development No. 1 Limited Partnership, a 
Texas limited partnership; NCI-Shawnee Limited Partnership, a Texas 
limited partnership; Future CAL-TEX Corporation, a Texas corporation; 
and Alaska Eldorado Gold Inc., a Nevada corporation.

     "Taxes" shall mean any federal, state, local, foreign or other 
taxes (including, without limitation, income, alternative minimum, 
franchise, property, sales, use, lease, excise, premium, payroll, wage, 
employment or withholding taxes), fees, duties, assessments, 
withholdings or governmental charges of any kind whatsoever (including 
interest, penalties and additions to tax).

     "TJG" has the meaning given to it in the introductory paragraph.

     "TJG Debt Securities" means the senior subordinated debt securities 
issued by Future and owned by TJG, and evidenced by that certain note, 
dated October 14, 1998, in the original principal amount of $602,400.

     Section 1.2     References and Construction.

     (a)     All references in this Agreement to articles, sections, 
subsections and other subdivisions refer to corresponding articles, 
sections, subsections and other subdivisions of this Agreement unless 
expressly provided otherwise.

     (b)     Titles appearing at the beginning of any of such 
subdivisions are for convenience only and shall not constitute part of 
such subdivisions and shall be disregarded in construing the language 
contained in such subdivisions.

     (c)     The words "this Agreement", "this instrument", "herein", 
"hereof", "hereby", "hereunder" and words of similar import refer to 
this Agreement as a whole and not to any particular subdivision unless 
expressly so limited.

     (d)     Words in the singular form shall be construed to include 
the plural and vice versa, unless the context otherwise requires. 
Pronouns in masculine, feminine and neuter genders shall be construed to 
include any other gender.

     (e)     Unless the context otherwise requires or unless otherwise 
provided herein, the terms defined in this Agreement which refer to a 
particular agreement, instrument or document also refer to and include 
all renewals, extensions, modifications, amendments or restatements of 
such agreement, instrument or document, provided that nothing contained 
in this subsection shall be construed to authorize such renewal, 
extension, modification, amendment or restatement.

     (f)     Examples shall not be construed to limit, expressly or by 
implication, the matter they illustrate.

     (g)     The word "or" is not intended to be exclusive and the word 
"includes" and its derivatives means "includes' but is not limited to" 
and corresponding derivative expressions.

     (h)     No consideration shall be given to the fact or presumption 
that one party had a greater or lesser hand in drafting this Agreement.

     (i)     Unless otherwise indicated, all references herein to "$" or 
"dollars" shall refer to U.S. Dollars.

     (j)     Exhibits A, B, C, D, E and F and Schedules 1.1, 2.1(a), 
2.1(b), 2.1(c), 2.1(d) 2.1(2), 2.1(7), 2.3(vi), 3.1(d) and 4.7, are 
attached hereto.  Each such Exhibit and Schedule is incorporated herein 
by reference for all purposes and references to this Agreement shall 
also include such Exhibit or Schedule unless the context in which used 
shall otherwise require.

                                ARTICLE II

                              Purchase and Sale

     Section 2.1     Transfer of Property.  On the terms and subject to 
the conditions contained herein, on the Closing Date, Resources shall 
assign, convey, deliver and transfer to Future and Future shall acquire 
from Resources, free and clear of all Claims, except for those Claims 
that constitute Assumed Liabilities, all the tangible and intangible 
property and assets used by Resources in the Business (except for the 
Excluded Assets), including, without limitation, all agreements, 
Contracts, contract rights, leases, licenses, businesses, goodwill and 
property (real, personal and mixed) in which Resources has any right, 
title or interest and that are used predominantly in the Business (the 
"Property"), including, but not limited to, the following: 

     (a)     all of Resources' interest in owned, leased or rented real 
property, including but not limited to the property described or 
listed in Schedule 2.1(a) ("Real Property"); 

     (b)     all personal property and equipment ("Personal Property") 
owned, including without limitation, all of the property and 
equipment listed or described in Schedule 2.1(b) (less any items 
replaced by items of equal or greater value or non-material items 
abandoned in the ordinary course of business between the date 
hereof and the Closing Date), and all additions and replacements 
thereto as are made in the ordinary course of business or are 
required by the provisions of this Agreement; 

     (c)     all personal property leases or rental agreements or 
arrangements including, without limitation, those described on 
Schedule 2.1(c) ("Leases"); 

     (d)     all Contracts; including, without limitation, those 
described in Schedule 2.1(d); 

     (e)     all accounts receivable not collected by Resources prior to 
the Closing Date;

     (f)     all rights which Resources has in the name "Bargo";

     (g)     all files, records and logs, including all of Resources' 
counterparts of all Contracts, and all documents of title relating 
to the Property; 

     (h)     all customer and supplier lists, sales records, and working 
files of correspondence with customers and suppliers (both actual 
and prospective); 

     (i)     all stationery, purchase orders, forms, film, supplies, 
labels, catalogs, brochures, artwork, photographs, advertising 
material and similar items; 

     (j)     all of Resource's goodwill relating to the Business, and 
all know-how, computer programs, technology, and other intangible 
assets of Resources which relate to the Business; 

     (k)     all of Resource's interest in trademarks, servicemarks, 
proprietary designs, trade names, assumed names and copyrights 
relating to the Business, whether registered or unregistered; 

     (l)     all permits, licenses, registrations, and approvals of all 
federal, state, or local governmental or regulatory authorities or 
industrial bodies which relate to the Business and which are held 
by Resources, to the extent the same are transferable; 

     (m)     all rights of Resources to causes of action, lawsuits, 
judgments, claims and demands of any nature related to the 
Property (which, for greater certainty, shall not include actions, 
lawsuits, judgments, claims and demands related to the Excluded 
Assets); 

     Notwithstanding the foregoing, Resources reserves and does not sell 
or transfer any right, title or interest in or to the assets set forth 
below ("Excluded Assets") and such assets shall not be considered part 
of the Property:

     (1)     cash on hand or on deposit as of the Closing Date (for this 
purpose all checks deposited on or before the Closing Date shall 
be deemed cash); 

     (2)     all right, title and interest in and to the oil and gas 
leases described in Schedule 2.1(2) ("Retained Oil and Gas 
Leases");

     (3)     receivables from or other claims or actions against, any 
current or former partner, from any affiliated companies and from 
the Retained Oil and Gas Leases;

     (4)     4,694,859 shares of Future Common Stock;

     (5)     the warrant to purchase 250,000 shares of Future Common 
Stock, dated August 14, 1998;

     (6)     all right, title and interest in and to the agreements 
relating to the acquisition, ownership or voting of the Future 
Common Stock or the warrants to purchase Future Common Stock, 
including the following:  Merger Agreement, dated August 14, 
1998; Registration Rights Agreement-Bargo, dated August 14, 1998; 
Shareholders' Agreement, dated August 14, 1998; Letter Agreement 
among principal shareholders regarding amendment of By-Laws, 
dated August 14, 1998; the Subscription Agreement, dated August 
14, 1998; and the Assignment and Bill of Sale, dated August 14, 
1998;

     (7)     all right, title and interest in and to the Contracts 
listed on Schedule 2.1(7);

     (8)     all loans to employees other than normal travel or expense 
allowances;

     (9)     all right, title and interest of Resources in and to this 
Agreement and each other agreement, instrument or document 
executed or to be executed by Resources in connection with the 
transactions contemplated by this Agreement;

     (10)     limited partnership interest in Gas Solutions, Ltd., a 
Texas limited partnership.

     Section 2.2     Issuance of Shares.  In consideration for the 
transfer of the Property, at the Closing, Future shall (i) pay by 
cashier's check or wire transfer the sum of $2.0 million and (ii) issue 
to Resources 100,000 shares of Future Preferred Stock, which shares 
shall be duly authorized, fully paid and non-assignable and registered 
in the name of Resources.

     Section 2.3     Assumption of Liabilities.  Future hereby agrees 
that at the Closing it will assume and undertake to pay, satisfy and 
discharge on a timely basis without default all of the following 
obligations and liabilities of Resources: (i) liabilities or obligations 
which accrue from and after November 1, 1998, under the written terms of 
Contracts listed in this Agreement or the Schedules hereto or not 
required to be listed by the terms hereof or entered into by Resources 
after the date of this Agreement in accordance with the terms hereof; 
(ii) all other obligations and liabilities arising from or after 
November 1, 1998 from or in connection with the Leases and Contracts not 
included in Subsection 2.3(i), provided that such obligations and 
liabilities do not exceed in the aggregate $25,000; (iii) those 
liabilities or obligations arising on or after November 1, 1998, 
directly related to the Property or the Business subject to addition and 
changes in accordance with the terms of this Agreement or in the 
ordinary course of business; (iv) Resources accounts payable on November 
1, 1998 and which are incurred thereafter in accordance with this 
Agreement; (v) all income tax, sales tax and other taxes accrued after 
the Closing Date and (vi) the costs, expenses, liabilities and 
obligations listed and/or described on Schedule 2.3(vi), which represent 
items which Future has previously agreed to pay (or to reimburse 
Resources in cases where Resources has already paid such items) arising 
out of transactions where Resources acted on behalf of Future in 
conducting due diligence activities and related matters in acquisitions 
or proposed acquisitions of oil and gas properties and assets (all 
liabilities and obligations described in Subsection 2.3(i), (ii), (iii), 
(iv), (v) and (vi) are referred collectively as "Assumed Liabilities"); 
provided, however, that Future shall not assume or be liable for 
Resources' income taxes, or sales taxes or any other business taxes 
payable with respect to the Property or operation of the Business for 
any period prior to the Closing Date nor shall Future assume 
responsibilities or obligations related to or arising out of the 
Excluded Assets.

     Except for the Assumed Liabilities, Future shall not assume any 
liability or obligation of Resources, fixed or contingent, disclosed or 
undisclosed, or any liability for any claims, debts, defaults, duties, 
obligations or liabilities of Resources of any kind or nature, whether 
known or unknown, contingent or fixed, all of which, to the extent that 
such liabilities, fixed or contingent, known or unknown, exist on the 
Closing Date, regardless of when the claim is made, shall be retained by 
Resources.  Future shall not be required to defend any suit or claim 
arising out of any act, event or transaction occurring prior to the 
Closing Date, in connection with the ownership or operation of the 
Business or the Property except for Assumed Liabilities, and Resources 
shall and hereby agree to satisfy in due course all liabilities not 
assumed by Future, except those being contested or denied by Resources 
(or either of them) in good faith.  

     Section 2.4     Acquisition of Future Securities; Bargo Furniture 
and Equipment.  (a) On the terms and subject to the conditions contained 
herein, at the Closing, TJG shall assign and transfer to Future the TJG 
Debt Securities.  In exchange for such Debt Securities, at the Closing, 
Future will issue 1,255,000 fully paid and non-assessable shares of 
Future Common Stock to TJG.

          (b)     On the terms and subject to the conditions contained 
herein, at the Closing, Bargo shall assign and transfer to Future the 
Bargo Debt Securities and all right, title and interest in and to the 
Bargo Furniture and Equipment.  In exchange for such Debt Securities and 
the Bargo Furniture and Equipment, at the Closing, Future will issue 
7,078,333 fully paid and non-assessable shares of Future Common Stock; 
subject to, in the case of Bargo Furniture and Equipment which is 
leased, the written terms of such leases ("Assumed Leases"), copies of 
which have been provided to Future.

     Section 2.5     Closing.  The closing of the transactions 
contemplated by this Agreement (the "Closing") shall take place (i) at 
the offices of Butler & Binion, L.L.P., located at 1000 Louisiana, Suite 
1600, Houston, Texas  77002, 10:00 a.m., local time, on December 15, 
1998, or (ii) at such other time or place or on such other date as the 
parties hereto shall agree.  The date on which the Closing occurs is 
herein referred to as the "Closing Date."

                              ARTICLE III

          Representations and Warranties of Resources, Bargo and TJG

     Section 3.1     Representations and Warranties of Resources.  
Resources represents and warrants to Future as follows:

     (a)     Organization and Existence.  Resources is a limited 
partnership duly formed and validly existing under the laws of the 
State of Texas.  Resources has the limited partnership power to 
carry on its business as it is now being conducted or currently 
proposed to be conducted.  Resources is duly qualified to do 
business, and is in good standing, in each jurisdiction where the 
character of its properties owned or held under lease or the 
nature of its activities make such qualification necessary, except 
where the failure to be so qualified will not, alone or in the 
aggregate, have a Material Adverse Effect.

     (b)     Power and Authority.  Resources has full limited 
partnership power and limited partnership authority, to execute, 
deliver, and perform this Agreement and each other agreement, 
instrument, or document executed or to be executed by it in 
connection with the transactions contemplated hereby to which it 
is a party and to consummate the transactions contemplated hereby 
and thereby.  The execution, delivery, and performance by 
Resources of this Agreement and each other agreement, instrument, 
or document executed or to be executed by it in connection with 
the transactions contemplated hereby to which it is a party, and 
the consummation by it of the transactions contemplated hereby and 
thereby, have been duly authorized by all necessary limited 
partnership action of Resources.

     (c)     Valid and Binding Agreement.  This Agreement has been 
duly executed and delivered by Resources and constitutes, and each 
other agreement, instrument, or document executed or to be 
executed by Resources in connection with the transactions 
contemplated hereby to which it is a party has been, or when 
executed will be, duly executed and delivered by Resources and 
constitutes, or when executed and delivered will constitute, a 
valid and legally binding obligation of Resources, enforceable 
against it in accordance with their respective terms, except that 
such enforceability may be limited by (a) applicable bankruptcy, 
insolvency, reorganization, moratorium, and similar laws affecting 
creditors' rights generally and (b) equitable principles which may 
limit the availability of certain equitable remedies (such as 
specific performance) in certain instances.

     (d)     Non-Contravention.  Except as set forth on Schedule 
3.1(d), the execution, delivery, and performance by Resources of 
this Agreement and each other agreement, instrument, or document 
executed or to be executed by Resources in connection with the 
transactions contemplated hereby to which it is a party and the 
consummation by it of the transactions contemplated hereby and 
thereby do not and will not (a) conflict with or result in a 
violation of any provision of Resources' limited partnership 
agreement or other governing instruments, (b) conflict with or 
result in a violation of any provision of, or constitute (with or 
without the giving of notice or the passage of time or both) a 
default under, or give rise (with or without the giving of notice 
or the passage of time or both) to any right of termination, 
cancellation, or acceleration under, any bond, debenture, note, 
mortgage, indenture, lease, contract, agreement, or other 
instrument or obligation to which Resources is a party or by which 
it or any of its properties may be bound, (c) result in the 
creation or imposition of any lien or other encumbrance upon the 
properties of Resources, or (d) violate any applicable law, rule 
or regulation binding upon Resources.

     (e)     Title to Property.  Resources has good and marketable 
title to the Property being transferred to Future, free and clear 
of all Claims other than the Assumed Liabilities.  Upon the 
execution and delivery of bills of sale and assignment 
transferring the Property to Future as contemplated by Section 
6.4(c), Resources will transfer all right, title and interest in 
and to the Property to Future, free and clear of all Claims, other 
than the Assumed Liabilities.  

     (f)     Approvals.  No consent, approval, order, or 
authorization of, or declaration, filing, or registration with, 
any court or governmental agency or of any third party is required 
to be obtained or made by Resources in connection with the 
execution, delivery, or performance by it of this Agreement and 
each other agreement, instrument, or document executed or to be 
executed by it in connection with the transactions contemplated 
hereby to which it is a party or the consummation by it of the 
transactions contemplated hereby and thereby.

     (g)     Pending Litigation.  There are no pending suits, 
actions, or other proceedings in which Resources is a party which 
affect the Property in any material respect, or affecting the 
execution and delivery of this Agreement or the consummation of 
the transactions contemplated hereby or that would, if determined 
adversely to Resources, (a) result in the impairment or loss of 
Resources' title to any of the Property, (b) hinder or impede the 
operation of all or any portion of any Property or (c) restrain, 
prohibit or impose damage on Future or Resources with respect to 
the transactions contemplated hereby.

     (h)     Investment Experience.  Bargo and each Partner is an 
"accredited investor" as defined in Rule 501(a) of the Securities 
Act.

     (i)     Purchase for Own Account.  The Future Preferred 
Shares to be acquired by Resources and, pursuant to Rule 145 under 
the Securities Act, deemed acquired by the partners of Resources, 
pursuant to this Agreement are being acquired for their own 
account and with no intention of distributing or reselling the 
Future Preferred Shares or the shares of Future Common Stock 
issuable upon conversion of the Future Preferred Shares (the 
"Conversion Shares"), or any part thereof, in any transaction that 
would be in violation of the securities laws of the United States 
of America, or any state, without prejudice, however, to the 
rights of Resources and the partners of Resources at all times to 
sell or otherwise dispose of all or any part of the Future 
Preferred Shares or Conversion Shares under an effective 
registration statement under the Securities Act, or under an 
exemption from such registration available under the Securities 
Act, and subject, nevertheless, to the disposition of Resources 
and each partner's property being at all times within its control.  
If Resources or a partner of Resources should in the future decide 
to dispose of any of the Future Preferred Shares or Conversion 
Shares, Resources and each such partner understands and agrees 
that it may do so only in compliance with the Securities Act and 
applicable state securities laws, as then in effect, and that 
stop-transfer instructions to that effect, where applicable, will 
be in effect with respect to the Future Preferred Shares or 
Conversion Shares.  Resources and each such partner agrees to the 
imprinting, so long as required by law, of a legend on the 
certificates representing the Future Preferred Shares or 
Conversion Shares, substantially as follows in all material 
respects;

     [THE SECURITIES REPRESENTED BY THIS CERTIFICATE] AND THE 
        SECURITIES TO BE RECEIVED UPON THE CONVERSION OF THE 
        PREFERRED STOCK] HAVE NOT BEEN REGISTERED UNDER THE 
     SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE 
     AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT 
      TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND 
     APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION 
          TO THE REGISTRATION REQUIREMENTS OF SUCH LAWS.

     (j)     No Solicitation.  Neither Resources or any partner 
thereof was at any time solicited by any leaflet, public 
promotional meeting, circular, newspaper or magazine article, 
radio or television advertisement, or any other form of general 
advertising or solicitation in connection with the offer, sale or 
purchase of the Future Preferred Shares or Conversion Shares under 
this Agreement.

     (k)     Disclaimer of Warranties.  Other than those expressly 
set out in this Section 3.1, Resources hereby expressly disclaims 
any and all representations or warranties with respect to the 
Property or the transactions contemplated hereby, and Future agree 
that the Property is being transferred "where is" and "as is".  
Specifically as a part of (but not in limitation of) the 
foregoing, Future acknowledges that Resources has not made, and 
Resources hereby expressly disclaims, any representation or 
warranty (express, implied, under common law, by statute or 
otherwise) (a) INCLUDING WITHOUT LIMITATION, RESOURCES DISCLAIMS 
ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR A 
PARTICULAR PURPOSE, OR CONFORMITY TO MODELS OR SAMPLES OF 
MATERIALS, (b) as to the compliance by Resources with 
Environmental Laws or (c) as to the status of ownership of or 
title to the Property.

Section 3.2     Representations and Warranties of Bargo.  Bargo 
represents and warrants to Future as follows:

     (a)     Organization and Existence.  Bargo is a general 
partnership duly formed and validly existing under the laws of the 
State of Texas.  Bargo has the partnership power to carry on its 
business as it is now being conducted or currently proposed to be 
conducted.  Bargo is duly qualified to do business, and is in good 
standing, in each jurisdiction where the character of its 
properties owned or held under lease or the nature of its 
activities make such qualification necessary, except where the 
failure to be so qualified will not, alone or in the aggregate, 
have a Material Adverse Effect.

     (b)     Power and Authority.  Bargo has full partnership 
power and partnership authority, to execute, deliver, and perform 
this Agreement and each other agreement, instrument, or document 
executed or to be executed by it in connection with the 
transactions contemplated hereby to which it is a party and to 
consummate the transactions contemplated hereby and thereby.  The 
execution, delivery, and performance by Bargo of this Agreement 
and each other agreement, instrument, or document executed or to 
be executed by it in connection with the transactions contemplated 
hereby to which it is a party, and the consummation by it of the 
transactions contemplated hereby and thereby, have been duly 
authorized by all necessary partnership action of Bargo.

     (c)     Valid and Binding Agreement.  This Agreement has been 
duly executed and delivered by Bargo and constitutes, and each 
other agreement, instrument, or document executed or to be 
executed by Bargo in connection with the transactions contemplated 
hereby to which it is a party has been, or when executed will be, 
duly executed and delivered by Bargo and constitutes, or when 
executed and delivered will constitute, a valid and legally 
binding obligation of Bargo, enforceable against it in accordance 
with their respective terms, except that such enforceability may 
be limited by (a) applicable bankruptcy, insolvency, 
reorganization, moratorium, and similar laws affecting creditors' 
rights generally and (b) equitable principles which may limit the 
availability of certain equitable remedies (such as specific 
performance) in certain instances.

     (d)     Non-Contravention.  The execution, delivery, and 
performance by Bargo of this Agreement and each other agreement, 
instrument, or document executed or to be executed by Bargo in 
connection with the transactions contemplated hereby to which it 
is a party and the consummation by it of the transactions 
contemplated hereby and thereby do not and will not (a) conflict 
with or result in a violation of any provision of Bargo's 
partnership agreement or other governing instruments, (b) conflict 
with or result in a violation of any provision of, or constitute 
(with or without the giving of notice or the passage of time or 
both) a default under, or give rise (with or without the giving of 
notice or the passage of time or both) to any right of 
termination, cancellation, or acceleration under, any bond, 
debenture, note, mortgage, indenture, lease, contract, agreement, 
or other instrument or obligation to which Bargo is a party or by 
which it or any of its properties may be bound, (c) result in the 
creation or imposition of any lien or other encumbrance upon the 
properties of Bargo, or (d) violate any applicable law, rule or 
regulation binding upon Bargo.

     (e)     Ownership of Bargo Debt Securities and Bargo 
Furniture and Equipment.  Bargo is the sole legal and beneficial 
owner of the Bargo Debt Securities, has good and marketable title 
to such securities, and has the right, power and authority to 
sell, assign, convey, transfer and deliver the same to Future 
pursuant to this Agreement, free and clear of all Claims. Upon 
delivery of certificates representing the Bargo Debt Securities to 
Future as provided in Section 6.4(a), Future will own the Bargo 
Debt Securities, free and clear of all Claims. Bargo is not a 
party to or bound by or aware of any agreement, instrument, proxy, 
judgment or decree, whether written or oral, express or implied, 
other than this Agreement, relating to the voting of, sale, 
assignment, conveyance, transfer, delivery, right of first re-
fusal, option or limitation on transfer of any of the Bargo Debt 
Securities.  Bargo has good and marketable title to the Bargo 
Furniture and Equipment transferred to Future, free and clear of 
all Claims, other than under the Leases.  Upon the execution and 
delivery of bills of sale and assignment transferring the Bargo 
Furniture and Equipment to Future as contemplated by Section 
6.4(a),  Bargo will transfer all right, title and interest in and 
to the Property to Future, free and clear of all Claims, other 
than under the Leases.

     (f)     Approvals.  No consent, approval, order, or 
authorization of, or declaration, filing, or registration with, 
any court or governmental agency or of any third party is required 
to be obtained or made by Bargo in connection with the execution, 
delivery, or performance by it of this Agreement and each other 
agreement, instrument, or document executed or to be executed by 
it in connection with the transactions contemplated hereby to 
which it is a party or the consummation by it of the transactions 
contemplated hereby and thereby.

     (g)     Pending Litigation. There are no pending suits, 
actions, or other proceedings in which Bargo is a party which 
affect the Bargo Debt Securities in any material respect, or 
affecting the execution and delivery of this Agreement or the 
consummation of the transactions contemplated hereby or that 
would, if determined adversely to Bargo, (a) result in the 
impairment or loss of Bargo's ownership of the Bargo Debt 
Securities or (b) restrain, prohibit or impose damage on Future or 
Bargo with respect to the transactions contemplated hereby.

     (h)     Investment Experience.  Bargo and each partner of 
Bargo is an "accredited investor" as defined in Rule 501(a) of the 
Securities Act.

     (i)     Purchase for Own Account.  The Future Common Shares 
to be acquired by Bargo and, pursuant to Rule 145 under the 
Securities Act, deemed acquired by the partners of Bargo, pursuant 
to this Agreement are being acquired for their own account and 
with no intention of distributing or reselling the Future Common 
Shares, or any part thereof, in any transaction that would be in 
violation of the securities laws of the United States of America, 
or any state, without prejudice, however, to the rights of Bargo 
and the partners of Bargo at all times to sell or otherwise 
dispose of all or any part of the Future Common Shares under an 
effective registration statement under the Securities Act, or 
under an exemption from such registration available under the 
Securities Act, and subject, nevertheless, to the disposition of 
Bargo's and each of its partner's property being at all times 
within its control.  If Bargo or one of its partners should in the 
future decide to dispose of any of the Future Common Shares, Bargo 
and each of its partners understands and agrees that it may do so 
only in compliance with the Securities Act and applicable state 
securities laws, as then in effect, and that stop-transfer 
instructions to that effect, where applicable, will be in effect 
with respect to the Future Common Shares.  Bargo and each of its 
partners agrees to the imprinting, so long as required by law, of 
a legend on the certificates representing the Future Common 
Shares, substantially as follows in all material respects;

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN 
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES 
LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED 
OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT 
UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN 
APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH 
LAWS.

     (j)     No Solicitation.  Neither Bargo or any of its 
partners was at any time solicited by any leaflet, public 
promotional meeting, circular, newspaper or magazine article, 
radio or television advertisement, or any other form of general 
advertising or solicitation in connection with the offer, sale or 
purchase of the Future Common Shares under this Agreement.

     (k)     Disclaimer of Warranties.  Other than those expressly 
set out in this Section 3.2, Bargo hereby expressly disclaims any 
and all representations or warranties with respect to the Bargo 
Debt Securities or the Bargo Furniture and Equipment or the 
transactions contemplated hereby, and Future agrees that the Bargo 
Debt Securities and the Bargo Furniture and Equipment are being 
transferred "where is" and "as is".  Specifically as a part of 
(but not in limitation of) the foregoing, Future acknowledges that 
Bargo has not made, and Bargo hereby expressly disclaims, any 
representation or warranty (express, implied, under common law, by 
statute or otherwise) (a) INCLUDING WITHOUT LIMITATION, BARGO 
DISCLAIMS ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, 
FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO MODELS OR 
SAMPLES OF MATERIALS, (b) as to the compliance by Bargo with 
Environmental Laws or (c) as to the status of ownership of or 
title to the Bargo Debt Securities or Bargo Furniture and 
Equipment.

Section 3.3  Representations and Warranties of TJG.  TJG 
represents and warrants to Future as follows:

     (a)     Organization and Existence.  TJG is a corporation 
duly organized, legally existing and in good standing under the 
laws of the State of Texas.  TJG has the corporate power to carry 
on its business as it is now being conducted or currently proposed 
to be conducted.  TJG is duly qualified to do business, and is in 
good standing, in each jurisdiction where the character of its 
properties owned or held under lease or the nature of its 
activities make such qualification necessary, except where the 
failure to be so qualified will not, alone or in the aggregate, 
have a Material Adverse Effect.

     (b)     Power and Authority.  TJG has full corporate power 
and corporate authority to execute, deliver, and perform this 
Agreement and each other agreement, instrument, or document 
executed or to be executed by it in connection with the 
transactions contemplated hereby to which it is a party and to 
consummate the transactions contemplated hereby and thereby.  The 
execution, delivery, and performance by TJG of this Agreement and 
each other agreement, instrument, or document executed or to be 
executed by it in connection with the transactions contemplated 
hereby to which it is a party, and the consummation by it of the 
transactions contemplated hereby and thereby, have been duly 
authorized by all necessary corporate action of TJG.

     (c)     Valid and Binding Agreement.  This Agreement has been 
duly executed and delivered by TJG and constitutes, and each other 
agreement, instrument, or document executed or to be executed by 
TJG in connection with the transactions contemplated hereby to 
which it is a party has been, or when executed will be, duly 
executed and delivered by TJG and constitutes, or when executed 
and delivered will constitute, a valid and legally binding 
obligation of TJG, enforceable against it in accordance with their 
respective terms, except that such enforceability may be limited 
by (a) applicable bankruptcy, insolvency, reorganization, 
moratorium, and similar laws affecting creditors' rights generally 
and (b) equitable principles which may limit the availability of 
certain equitable remedies (such as specific performance) in 
certain instances.

     (d)     Non-Contravention.  The execution, delivery, and 
performance by TJG of this Agreement and each other agreement, 
instrument, or document executed or to be executed by TJG in 
connection with the transactions contemplated hereby to which it 
is a party and the consummation by it of the transactions 
contemplated hereby and thereby do not and will not (a) conflict 
with or result in a violation of any provision of TJG's articles 
of incorporation or by-laws or other governing instruments of TJG, 
(b) conflict with or result in a violation of any provision of, or 
constitute (with or without the giving of notice or the passage of 
time or both) a default under, or give rise (with or without the 
giving of notice or the passage of time or both) to any right of 
termination, cancellation, or acceleration under, any bond, 
debenture, note, mortgage, indenture, lease, contract, agreement, 
or other instrument or obligation to which TJG is a party or by 
which it or any of its properties may be bound, (c) result in the 
creation or imposition of any lien or other encumbrance upon the 
properties of TJG, or (d) violate any applicable law, rule or 
regulation binding upon TJG.

     (e)     Ownership of TJG Debt Securities.  TJG is the sole 
legal and beneficial owner of the TJG Debt Securities, has good 
and marketable title to such securities, and has the right, power 
and authority to sell, assign, convey, transfer and deliver the 
same to Future pursuant to this Agreement, free and clear of all 
Claims. Upon delivery of certificates representing the TJG Debt 
Securities to Future as provided in Section 6.4(b), Future will 
own the TJG Debt Securities, free and clear of all Claims. TJG is 
not a party to or bound by or aware of any agreement, instrument, 
proxy, judgment or decree, whether written or oral, express or 
implied, other than this Agreement, relating to the voting of, 
sale, assignment, conveyance, transfer, delivery, right of first 
refusal, option or limitation on transfer of any of the TJG Debt 
Securities. 

     (f)     Approvals.  No consent, approval, order, or 
authorization of, or declaration, filing, or registration with, 
any court or governmental agency or of any third party is required 
to be obtained or made by TJG in connection with the execution, 
delivery, or performance by it of this Agreement and each other 
agreement, instrument, or document executed or to be executed by 
it in connection with the transactions contemplated hereby to 
which it is a party or the consummation by it of the transactions 
contemplated hereby and thereby.

     (g)     Pending Litigation. There are no pending suits, 
actions, or other proceedings in which TJG is a party which affect 
the TJG Debt Securities in any material respect, or affecting the 
execution and delivery of this Agreement or the consummation of 
the transactions contemplated hereby or that would, if determined 
adversely to TJG, (a) result in the impairment or loss of TJG's 
ownership of the TJG Debt Securities, (b) hinder or impede the 
operation of all or any portion of the TJG Debt Securities or (c) 
restrain, prohibit or impose damage on Future or TJG with respect 
to the transactions contemplated hereby.

     (h)     Investment Experience.  TJG and its stockholder are 
both an "accredited investor" as defined in Rule 501(a) of the 
Securities Act.

     (i)     Purchase for Own Account.  The Future Common Shares 
to be acquired by TJG and, pursuant to Rule 145 under the 
Securities Act, deemed acquired by the stockholder of TJG, 
pursuant to this Agreement are being acquired for their own 
account and with no intention of distributing or reselling the 
shares of Future Common Shares, or any part thereof, in any 
transaction that would be in violation of the securities laws of 
the United States of America, or any state, without prejudice, 
however, to the rights of TJG and its stockholder at all times to 
sell or otherwise dispose of all or any part of the Future Common 
Shares under an effective registration statement under the 
Securities Act, or under an exemption from such registration 
available under the Securities Act, and subject, nevertheless, to 
the disposition of TJG's and its stockholder's property being at 
all times within such person's control.  If TJG or its stockholder 
should in the future decide to dispose of any of the Future Common 
Shares, TJG and its stockholder understand and agree that such 
person may do so only in compliance with the Securities Act and 
applicable state securities laws, as then in effect, and that 
stop-transfer instructions to that effect, where applicable, will 
be in effect with respect to the Future Common Shares.  TJG and 
its stockholder agree to the imprinting, so long as required by 
law, of a legend on the certificates representing the Future 
Common Shares, substantially as follows in all material respects:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN 
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES 
LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED 
OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT 
UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN 
APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH 
LAWS.

     (j)     No Solicitation.  Neither TJG nor its stockholder was 
at any time solicited by any leaflet, public promotional meeting, 
circular, newspaper or magazine article, radio or television 
advertisement, or any other form of general advertising or 
solicitation in connection with the offer, sale or purchase of the 
Future Common Shares under this Agreement.

     (k)     Disclaimer of Warranties.  Other than those expressly 
set out in this Section 3.3, TJG hereby expressly disclaims any 
and all representations or warranties with respect to the TJG Debt 
Securities or the transaction contemplated hereby, and Future 
agrees that the TJG Debt Securities are being transferred "where 
is" and "as is".  Specifically as a part of (but not in limitation 
of) the foregoing, Future acknowledges that TJG has not made, and 
TJG hereby expressly disclaims, any representation or warranty 
(express, implied, under common law, by statute or otherwise).

                                ARTICLE IV

                Representations and Warranties of Future

     Future hereby represents and warrants to Bargo, Resources and TJG 
as follows:

     Section 4.1     Organization and Existence.  Future is a 
corporation duly organized, legally existing and in good standing under 
the laws of the State of Utah.  Future has the corporate power and 
authority to carry on its business as it is now being conducted or 
currently proposed to be conducted.  Future is duly qualified to do 
business, and is in good standing, in each jurisdiction where the 
character of its properties owned or held under lease or the nature of 
its activities make such qualification necessary, except where the 
failure to be so qualified will not, alone or in the aggregate, have a 
Material Adverse Effect.

     Section 4.2     Power and Authority.  Future has full corporate 
power and corporate authority to execute, deliver, and perform this 
Agreement and each other agreement, instrument, or document executed or 
to be executed by Future in connection with the transactions 
contemplated hereby to which it is a party, to issue the Future 
Preferred Shares and Future Common Shares as contemplated by this 
Agreement, and to consummate the transactions contemplated hereby and 
thereby.  The execution, delivery, and performance by Future of this 
Agreement (including the issuance of the Future Preferred Shares and 
Future Common Shares) and each other agreement, instrument, or document 
executed or to be executed by Future in connection with the transactions 
contemplated hereby to which it is a party, and the consummation by it 
of the transactions contemplated hereby and thereby, have been duly 
authorized by all necessary corporate action of Future.

     Section 4.3     Valid and Binding Agreement.  This Agreement has 
been duly executed and delivered by Future and constitutes, and each 
other agreement, instrument, or document executed or to be executed by 
Future in connection with the transactions contemplated hereby to which 
it is a party has been, or when executed will be, duly executed and 
delivered by Future and constitutes, or when executed and delivered will 
constitute, a valid and legally binding obligation of Future, 
enforceable against it in accordance with their respective terms, except 
that such enforceability may be limited by (a) applicable bankruptcy, 
insolvency, reorganization, moratorium, and similar laws affecting 
creditors' rights generally and (b) equitable principles which may limit 
the availability of certain equitable remedies (such as specific 
performance) in certain instances.

     Section 4.4     Authorization of Preferred Stock and Future Common 
Stock. The Future Preferred Shares to be issued to Resources hereunder, 
have been duly authorized and, when issued as contemplated by this 
Agreement, will be fully paid and non-assessable, and will entitle the 
holder thereof to the rights and preferences set forth in the 
Certificate of Designation.  The Future Common Shares to be issued to 
each of Bargo and TJG hereunder have been authorized and, when issued as 
contemplated by this Agreement, will be fully paid and non-assessable, 
and will entitle the holders thereof to the rights and preferences set 
forth in Future's Articles of Incorporation and the Certificate of 
Designation.

     Section 4.5     Non-Contravention.  The execution, delivery, and 
performance by Future of this Agreement and each other agreement, 
instrument, or document executed or to be executed by Future in 
connection with the transactions contemplated hereby to which it is a 
party and the consummation by it of the transactions contemplated hereby 
and thereby do not and will not (a) conflict with or result in a 
violation of any provision of the articles of incorporation or bylaws or 
other governing instruments of Future, (b) conflict with or result in a 
violation of any provision of, or constitute (with or without the giving 
of notice or the passage of time or both) a default under, or give rise 
(with or without the giving of notice or the passage of time or both) to 
any right of termination, cancellation, or acceleration under, any bond, 
debenture, note, mortgage, indenture, lease, contract, agreement, or 
other instrument or obligation to which Future is a party or by which 
Future or any of its properties may be bound, (c) result in the creation 
or imposition of any lien or other encumbrance upon the properties of 
Future, or (d) violate any applicable law, rule or regulation binding 
upon Future.

     Section 4.6     Approvals.  No consent, approval, order, or 
authorization of, or declaration, filing, or registration with, any 
court or governmental agency or of any third party is required to be 
obtained or made by Future in connection the execution, delivery, or 
performance by Future of this Agreement (including the issuance of the 
Future Preferred Shares and Future Common Shares as contemplated hereby) 
and each other agreement, instrument, or document executed or to be 
executed by Future in connection with the transactions contemplated 
hereby to which it is a party or the consummation by it of the 
transactions contemplated hereby and thereby, compliance with any 
applicable requirements of the Securities Act and any applicable state 
securities laws.

     Section 4.7     Capitalization. The authorized capital stock of 
Future consists of 30,000,000 shares of Future Common Stock, and 200,000 
shares of Future Preferred Stock.  As of the date of this Agreement, 
13,986,733 shares of Future Common Stock were validly issued and 
outstanding, fully paid, and non-assessable, and no shares of Preferred 
Stock were issued and outstanding.  As of the date of this Agreement, 
there are no bonds, debentures, notes or other indebtedness issued or 
outstanding having the right to vote on any matters on which Future's 
stockholders may vote.  As of the date of this Agreement, other than as 
set forth in Schedule 4.7, in the SEC Documents or as contemplated by 
this Agreement, there are no options, warrants, calls, convertible 
securities or other rights, agreements or commitments presently 
outstanding obligating Future to issue, deliver or sell shares of its 
capital stock or debt securities, or obligating Future to grant, extend 
or enter into any such option, warrant, call or other such right, 
agreement or commitment, and, except for exercises thereof, there have 
been no changes in the number of such securities through the date of 
this Agreement.

     Section 4.8     Certificates for Future Preferred and Common 
Shares.  The certificates delivered to Resources at the Closing 
representing the Future Preferred Shares and the certificates delivered 
to Bargo and TJG representing the Future Common Shares, will conform to 
the requirements of the Utah Business Corporation Act.

     Section 4.9     SEC Filings.  Except as otherwise disclosed to 
Bargo, Resources and TJG, Future is current in its obligations to file 
all periodic reports and proxy statements with the Commission required 
to be filed under the Exchange Act.  Future's Annual Report on Form 10-
KSB for the year ended December 31, 1997, Future's Form 8-K/A filed on 
February 27, 1998, Forms 8-K and 8-K/A filed October 30, 1998, Form 8-K 
filed December 4, 1998, and Future's Quarterly Reports on Form-10QSB for 
the quarter ending March 31, 1998, June 30, 1998 and September 30, 1998 
(collectively, the "SEC Documents") are all of the documents the Future 
was required to file with the Commission since January 1, 1998.  As of 
their respective dates, the SEC Documents complied as to form in all 
material respects with the requirements of the Exchange Act and the 
rules and regulations of the SEC thereunder applicable to such SEC 
Documents.  The SEC Documents do not contain an untrue statement of a 
material fact or omit to state a material fact required to be stated 
therein or necessary to make the statements therein not misleading in 
light of circumstances then existing.  The audited Consolidated 
financial statements and unaudited Consolidated interim financial 
statements of Future included in the SEC Documents comply as to form in 
all material respects with applicable accounting requirements and with 
the published rules and regulations of the SEC with respect thereto; 
present fairly in all material respects, in conformity with GAAP applied 
on a consistent basis, the Consolidated financial position of Future as 
of the dates thereof and its Consolidated results of operations and 
changes in financial position for the periods then ended (subject to 
normal year-end adjustments in the case of the unaudited interim 
financial statements and the fact that certain information and notes 
have been condensed or omitted in accordance with the Exchange Act and 
the rules promulgated thereunder); and are in all material respects in 
accordance with the books of account and records of Future and its 
subsidiaries.  There are no material liabilities of Future (contingent 
or otherwise), other than as disclosed in the SEC Documents and the 
financial statements included therein.

     Section 4.10     No Other Representations or Warranties.  Except 
for the representations and warranties contained in this Article IV, 
neither Future nor any other Person makes any other express or implied 
representation or warranty on behalf of Future.

                               ARTICLE V

                           Certain Covenants

     Section 5.1     Access to Information.

     (a)     From the date hereof until Closing, each of Resources and 
Bargo and TJG will use its reasonable best efforts to give Future, and 
the officers, employees, accountants, counsel, financial advisors and 
other representatives of Future, access during normal business hours, to 
the premises, books and records of Resources and Bargo and TJG, 
pertaining to the Property, and Resources and Bargo will use their 
reasonable best efforts to arrange for Future, and its attorneys and 
other representatives, to have access to any such books or records in 
the offices of Resources and Bargo.  Resources and Bargo shall not be 
obligated to provide Future with access to any records or data which 
Resources or Bargo cannot provide to Future without, in its reasonable 
opinion, breaching confidentiality agreements with other parties.  
Future recognizes and agrees that all materials made available to it 
(whether pursuant to this Section or otherwise) in connection with the 
Property are made available to it as an accommodation and without 
representation or warranty of any kind as to the accuracy and 
completeness of such materials.

     (b)     From the date hereof until Closing, Future will use its 
reasonable best efforts to give Resources, Bargo and TJG and to the 
officers, employees, accountants, counsel, financial advisors and other 
representatives of Resources, Bargo and TJG, access during normal 
business hours to the premises, books and records of Future and the 
Subsidiaries and will furnish to Resources, Bargo and TJG (i) a copy of 
each report, schedule, registration statement and other documents filed 
by it during such period pursuant to the requirements of federal or 
state securities laws, and (ii) such other information with respect to 
its business and properties as Resources, Bargo and TJG reasonably 
requests.  Future shall not be obligated to provide Resources, Bargo and 
TJG with access to any records or data which Future cannot provide to 
Resources, Bargo and TJG without, in its reasonable opinion, breaching 
confidentiality agreements with other parties.  Resources, Bargo and TJG 
recognizes and agrees that all materials made available to it (whether 
pursuant to this Section or otherwise) are made available to it as an 
accommodation and without representation or warranty of any kind as to 
the accuracy and completeness of such materials.

     Section 5.2     Confidentiality.

     (a)     Each Receiving Party (as defined below) agrees that all 
Confidential Information (as defined below) shall be kept confidential 
by the Receiving Party and shall not be disclosed by the Receiving Party 
in any manner whatsoever; provided, however, that (i) any of such 
Confidential Information may be disclosed to such directors, officers, 
employees, and authorized representatives (including without limitation 
attorneys, accountants, consultants, and financial advisors) of the 
Receiving Party (collectively, for purposes of this Section, "Receiving 
Party Representatives") as need to know such information for the purpose 
of evaluating the transactions contemplated hereby (it being understood 
that each Receiving Party Representative shall be informed by the 
Receiving Party of the confidential nature of such information and shall 
be required to treat such information confidentially and that the 
Receiving Party and a Receiving Party Representative shall be 
responsible for any breach of this Section by such Receiving Party 
Representative), (ii) any disclosure of Confidential Information may be 
made to the extent to which the Disclosing Party (as defined below) 
consents in writing, (iii) Confidential Information may be disclosed by 
the Receiving Party or any Receiving Party Representative to the extent 
that, in the opinion of counsel for the Receiving Party or such 
Receiving Party Representative, the Receiving Party or such Receiving 
Party Representative is legally compelled to do so, provided that, prior 
to making such disclosure, the Receiving Party or such Receiving Party 
Representative, as the case may be, advises and consults with the 
Disclosing Party regarding such disclosure and provided further that the 
Receiving Party or such Receiving Party Representative, as the case may 
be, discloses only that portion of the Confidential Information as is 
legally required.  The Receiving Party agrees that none of the 
Confidential Information will be used for any purpose other than in 
connection with the transactions contemplated hereby.  The term 
"Confidential Information", as used herein, means all information 
(irrespective of the form of communication) obtained by or on behalf of 
the Receiving Party from the Disclosing Party or its representatives 
pursuant to this Section and all similar information obtained from the 
Disclosing Party or its representatives by or on behalf of the Receiving 
Party prior to the date of this Agreement, other than information which 
(A) was or becomes generally available to the public other than as a 
result of disclosure by the Receiving Party or any Receiving Party 
Representative, (B) was or becomes available to the Receiving Party on a 
nonconfidential basis prior to disclosure to the Receiving Party by the 
Disclosing Party or its representatives, or (C) was or becomes available 
to the Receiving Party from a source other than the Disclosing Party and 
its representatives, provided that such source is not known by the 
Receiving Party (after reasonable due inquiry) to be bound by a legal, 
contractual or fiduciary obligation to the Disclosing Party.  As used in 
this Section, the term "Receiving Party" shall mean (x) Future, when the 
Disclosing Party is Resources, Bargo or TJG, and (y) Resources, Bargo or 
TJG as the case may be, when the Disclosing Party is Future.  As used in 
this Section, the term "Disclosing Party" shall mean (xx) Future, when 
the Receiving Party is Resources, Bargo or TJG, and (yy) Resources, 
Bargo or TJG as the case may be, when the Receiving Party is Future.

     (b)     If this Agreement is terminated, the Receiving Party shall 
promptly return at its expense, and shall cause all Receiving Party 
Representatives to promptly return at the Receiving Party's expense, all 
Confidential Information to the Disclosing Party without retaining any 
copies thereof, provided that such portion of the Confidential 
Information as consists of notes, compilations, analyses, reports, 
studies, or other documents prepared by the Receiving Party or the 
Receiving Party Representatives shall be destroyed (and the Receiving 
Party and each Receiving Party Representative shall certify such 
destruction in writing to the Disclosing Party if requested by the 
Disclosing Party).

     Section 5.3     Registration Rights Agreements; Shareholder 
Agreement.  Future, TJG, Bargo and Resources shall, and Resources shall 
use its reasonable best efforts to cause its partners to, enter into the 
First Amendment to the Resources Registration Rights Agreement and the 
Amended and Restated Shareholders Agreement at (and subject to the 
occurrence of) the Closing. 

Each party hereto shall use all reasonable efforts to cause the 
EnCap Entities to enter into the Amended and Restated Shareholders 
Agreement and First Amendment to EnCap Registration Rights Agreement and 
shall use all reasonable efforts to cause the Price Group to execute the 
Amended and Restated Shareholders Agreement and the First Amendment to 
the Price Registration Rights Agreement.

     Section 5.4     Cooperation in Receipt of Required Consents.  
Future, Resources, Bargo and TJG each agree to cooperate and use their 
reasonable best efforts to obtain all consents that may be necessary or 
which may be reasonably requested by a party hereto to consummate the 
transactions contemplated by this Agreement, including receipt of the 
approvals or consents as may be required under the Assumed Leases.  

Section 5.5     Amendment of Articles of Incorporation. Future 
shall take all actions necessary in accordance with its articles of 
incorporation and bylaws to call a meeting of its shareholders (the 
"Shareholders' Meeting") to be held as promptly as practicable after the 
date hereof for the purpose of approving and adopting an amendment (the 
"Amendment") to Future's Articles of Incorporation (i) increasing the 
authorized number of shares of Future Common Stock to 75 million shares 
and (ii) changing the name of Future to "Bargo Energy Company".  The 
Company shall cause the Board (a) to recommend to the Company's 
shareholders approval of the Amendment, (b) not to withdraw, modify or 
change such recommendation and (c) to continue to recommend to the 
shareholders of the Company the approval and the adoption of such 
matters. As promptly as practicable after the execution of this 
Agreement, the Company shall prepare and file with the SEC an 
information statement with respect to the approval and adoption by the 
Company's shareholders of the Amendment. As promptly as practicable 
after the clearance of the information statement by the SEC but subject 
to the fourth sentence of this Section 5.5, the Company shall mail the 
information statement to its shareholders of record at least 20 calendar 
days prior to the meeting of stockholders.  Following approval of the 
stockholders voting at the meeting, the Company will promptly file the 
Amendment with the Secretary of State of Utah, and otherwise cause the 
Amendment to become effective.  

     Section 5.6     Certain Affirmative Post-Closing Covenants.  
Subject to the occurrence of the Closing, the covenants and agreements 
contained in Sections 6.2 through Section 6.8 of that certain Note 
Restructuring Agreement, dated August 14, 1998 between Future, Energy 
Capital Investment Company plc, an English Investment Company and EnCap 
1994 Limited Partnership, a Texas limited partnership, are hereby 
incorporated herein and Future shall be deemed to have made such 
covenants and agreements with Resources, Bargo and TJG.

     Section 5.7     Resignation of Directors.  Future shall use its 
reasonable best efforts to cause the resignation of Chuck Laudeman and 
Don Reynolds as directors of Future, and the appointment of two nominees 
chosen by Bargo as directors of Future in each case effective as of the 
Closing Date.

     Section 5.8     Change of Name.  Promptly following the Closing, 
Bargo and Resources shall change their names to remove the word "Bargo", 
and Bargo and Resources shall cause each of their affiliates to remove 
the word "Bargo" from their respective names.  

     Section 5.9     Management Agreement.  Future and Bargo shall, and 
Bargo shall cause all other parties to, enter into the Administrative 
Services Agreement at (and subject to the occurrence of) the Closing.  

     Section 5.10     Certificate of Designation.  Prior to the Closing, 
Future shall file the Certificate of Designation with the Utah Secretary 
of State.

                             ARTICLE VI

     Conditions Precedent to the Obligations of the Parties; Closing 
                            Deliveries

     Section 6.1     Conditions Precedent to the Obligations of Future.  
The obligations of Future to consummate the transactions contemplated by 
this Agreement shall be subject to the fulfillment on or prior to the 
Closing Date of each of the following conditions (which may be waived by 
Future in writing):

     (a)     Each and every representation of Resources, Bargo or 
TJG under this Agreement shall be true and accurate as of the date 
when made and shall be deemed to have been made again at and as of 
the time of the Effective Time and the Closing and shall at and as 
of the Effective Time and such time of Closing be true and 
accurate in all material respects except as to changes 
specifically contemplated by this Agreement or consented to in 
writing by Future.

     (b)     Each of Resources, Bargo and TJG shall have performed 
and complied in all material respects with (or compliance 
therewith shall have been waived in writing by Future) each and 
every covenant, agreement and condition required by this Agreement 
to be performed or complied with by them prior to or at the 
Closing.

     (c)     Future shall have received a certificate executed by 
the general partner of Resources, the manager of Bargo and the 
President of TJG, in each case dated the Closing Date, 
representing and certifying that the conditions set forth in 
subsections (a) and (b) have been fulfilled as to such entity.

     (d)     No suit, action or other proceedings shall, on the 
date of Closing, be pending or threatened before any court or 
governmental agency seeking to restrain, prohibit, or obtain 
damages or other relief in connection with the consummation of the 
transactions contemplated by this Agreement.

     (e)     Resources and Bargo shall have received any consents 
or approvals necessary to convey the Property or the Bargo 
Furniture and Equipment, as the case may be, to Future as 
contemplated by Section 5.4 all in form and substance reasonably 
satisfactory to Future.

     (f)     The EnCap Entities shall have executed the Amended 
and Restated Shareholders' Agreement and First Amendment to EnCap 
Registration Rights Agreement as contemplated by Section 5.3.

     (g)     Future shall have received financing for the cash 
portion of the purchase price on terms satisfactory to Future, it 
its discretion.

     Section 6.2     Conditions Precedent to the Obligations of 
Resources, Bargo and TJG.  The obligations of each of Resources, Bargo 
and TJG to consummate the transactions contemplated by this Agreement 
shall be subject to the fulfillment on or prior to the Closing Date of 
each of the following conditions (which may be waived by Resources, 
Bargo and TJG in writing):

     (a)     Each and every representation of Future under this 
Agreement shall be true and accurate as of the date when made and 
shall be deemed to have been made again at and as of the Effective 
Time and the time of Closing and shall at and as of the Effective 
Time and such time of Closing be true and accurate in all material 
respects except as to changes specifically contemplated by this 
Agreement or consented to by each of Resources, Bargo and TJG.

     (b)     Future shall have performed and complied in all 
material respects with (or compliance therewith shall have been 
waived by Resources, Bargo and TJG) each and every covenant, 
agreement and condition required by this Agreement to be performed 
or complied with by Future prior to or at the Closing.

     (c)     Resources, Bargo and TJG shall have received a 
certificate executed by the president of Future, dated the Closing 
Date, representing and certifying that the conditions set forth in 
subsections (a) and (b) have been fulfilled.

     (d)     No suit, action or other proceedings shall, on the 
date of Closing, be pending or threatened before any court or 
governmental agency seeking to restrain, prohibit, or obtain 
damages or other relief in connection with the consummation of the 
transactions contemplated by this Agreement.

     (e)     Future shall have received the resignations 
contemplated by Section 5.7.

     (f)     The EnCap Entities shall have executed the First 
Amendment to Shareholders' Agreement and First Amendment to EnCap 
Registration Rights Agreement as contemplated by Section 5.3.

     Section 6.3     Future's Closing Deliveries.  At the Closing, 
Future shall make the following deliveries:

     (a)     To Bargo:

     (i)     The officer's certificate contemplated by Section 6.2(c); 

     (ii)    A certificate registered in the name of Bargo, 
             representing 7,078,333 validly issued, fully paid and non-
             assessable shares of Future Common Shares; 

     (iii)   A duly executed counterpart of the First 
             Amendment to Resources Registration Rights Agreement; and

     (iv)     A duly executed Administrative Services Agreement.

     (b)     To TJG:

     (i)     The officer's certificate contemplated by Section 6.2(c);

     (ii)    A certificate registered in the name of TJG 
             representing 1,255,000 validly issued, fully paid and non-
             assessable Future Common Shares; and

    (iii)    A duly executed counterpart of the First 
             Amendment to Resources Registration Rights Agreement.

     (c)     To Resources:

     (i)     The officers certificate contemplated by 
             Section 6.2(c); 

     (ii)    a cashier's check payable to the order of 
             Resources, or a wire transfer to Resources' account of $2.0 
             million;

     (iii)   A certificate registered in the name of 
             Resources representing 100,000 validly issued, fully paid and 
             non-assessable Future Preferred Shares; and

     (iv)    A duly executed counterpart of the First 
             Amendment to the Resources Registration Rights Agreement.

     Section 6.4     Deliveries to Future.  At the Closing, the 
following deliveries shall be made to Future:

     (a)     By Bargo.  Bargo shall make the following deliveries 
             to Future at the Closing:

     (i)     The officer's certificate contemplated by 
             Section 6.1(c); 

     (ii)    The Bargo Debt Securities, duly executed for 
             transfer to Future or accompanied by an assignment separate 
             from certificate duly executed for transfer to Future;

     (iii)   An executed counterpart of the First 
             Amendment to Resources Registration Rights Agreement;

     (iv)    The duly executed Administrative Services 
             Agreement; and 

     (v)     A bill of sale and assignment transferring the 
             Bargo Furniture and Equipment to Future.

     (b)     By TJG.  TJG shall make the following deliveries to 
             Future at the Closing:

     (i)     The officer's certificate contemplated by 
             Section 6.1(c); 

     (ii)    The TJG Debt Securities, duly executed for 
             transfer to Future or accompanied by an assignment separate 
             from certificate duly executed for transfer to Future; and

     (iii)   An executed counterpart of the First 
             Amendment to Resources Registration Rights Agreement.

     (c)     By Resources.  Resources shall make the following 
             deliveries to Future at the Closing.

     (i)     The officer's certificate contemplated by 
             Section 6.1(c);

     (ii)    Executed copies of such Bills of Sale and 
             Assignment or conveyances of real property as shall be 
             necessary to vest ownership of the Property in Future; 

     (iii)   Executed copies of any consents and approvals 
             received as contemplated by Section 5.4; and
     
     (iv)    An executed counterpart of the First Amendment 
             to Resources Registration Rights Agreement.

                             ARTICLE VII

                   Termination of This Agreement

     Section 7.1     No Solicitation.

     (a)     Future shall not, nor shall it permit any of its 
Subsidiaries to, nor shall it authorize or permit any officer, director 
or employee of or any investment banker, attorney or other advisor, 
agent or representative of Future or any of its Subsidiaries to, 
directly or indirectly, (i) solicit, initiate or encourage the 
submission of any takeover proposal, (ii) enter into any agreement 
(other than confidentiality and standstill agreements in accordance with 
the immediately following proviso) with respect to any takeover 
proposal, or (iii) participate in any discussions or negotiations 
regarding, or furnish to any person any information with respect to, or 
take any other action to facilitate any inquiries or the making of any 
proposal that constitutes, or may reasonably be expected to lead to, any 
takeover proposal; provided, however, in the case of this clause (iii), 
Future may, in response to a superior proposal (as defined in paragraph 
7.1(b), including the determination by Future's Board of Directors as 
set forth in such paragraph) that was not solicited by Future or any 
Future representative and that did not otherwise result from a breach or 
a deemed breach of this Section 7.1(a), and subject to providing prior 
written notice of its decision to take such action to Resources and 
compliance with Section 7.1(c), to the extent required by the fiduciary 
obligations of the Board of Directors of Future, determined in good 
faith by a majority of the disinterested members thereof based on the 
advice of outside counsel, furnish information to, or engage in 
discussions or negotiations with, any person regarding such superior 
proposal, provided that such person executes a confidentiality 
agreement.  For purposes of this Agreement, "takeover proposal" means 
(i) any proposal or offer, other than a proposal or offer by Resources 
or any of its affiliates, for a merger, share exchange or other business 
combination involving Future (excluding an acquisition by Future 
otherwise permitted to be made by Future under this Agreement and which 
does not involve a direct merger with or into Future), (ii) any proposal 
or offer, other than a proposal or offer by Resources, Bargo or TJG or 
any of their affiliates, to acquire from Future or any of their 
affiliates in any manner, directly or indirectly, a greater than 20% of 
the voting or equity interest in Future or the acquisition of a material 
amount of the assets of Future and its subsidiaries, taken as a whole, 
including an investment in or acquisition of securities of a subsidiary 
of Future, to the extent so material, or (iii) any proposal or offer, 
other than a proposal or offer by Resources, Bargo, TGJ, or any of their 
affiliates, to acquire from the stockholders of Future by tender offer, 
exchange offer or otherwise more than 20% of Future Common Stock then 
outstanding.  Notwithstanding the foregoing, (i) Future may engage in 
discussions with any Person or group that has made an unsolicited 
takeover proposal for the limited purpose of determining whether such 
proposal (as opposed to any further negotiated proposal) is a superior 
proposal and (ii) nothing contained herein shall prohibit Future from 
taking and disclosing to its stockholders a position contemplated by 
Rule 14e-2(a) following Resources' receipt of a notice of a superior 
proposal.

     (b)     Neither the Board of Directors of Future nor any committee 
thereof shall, except in connection with the termination of this 
Agreement pursuant to Section 7.2(a) or (b) or (e), (i) withdraw or 
modify, or propose to withdraw or modify, in a manner adverse to 
Resources the approval or recommendation by the Board of Directors of 
Future or any such committee of this Agreement or the transactions 
contemplated hereby, or take any action having such effect or (ii) 
approve or recommend, or propose to approve or recommend, any takeover 
proposal. Notwithstanding the foregoing, in the event the Board of 
Directors of Future receives a takeover proposal that, in the exercise 
of its fiduciary obligations (as determined in good faith by a majority 
of the disinterested members thereof based on the advice of outside 
counsel), it determines to be a superior proposal, the Board of 
Directors may withdraw or modify its approval or recommendation of this 
Agreement and may (subject to the following sentence) terminate this 
Agreement, in each case at any time after midnight on the third business 
day following Resources' receipt of written notice (a "Notice of 
Superior Proposal") advising Resources that the Future Board of 
Directors has received a takeover proposal which it has determined to be 
a superior proposal, specifying the material terms and conditions of 
such superior proposal (including the proposed financing for such 
proposal and a copy of any documents conveying such proposal) and 
identifying the Person making such superior proposal. Future may 
terminate this Agreement pursuant to the preceding sentence only if 
Future shall have paid to Resources the Future Termination Fee (as 
defined below). 

     (c)     In the event that the Board of Directors of Future or any 
committee thereof shall (i) withdraw or modify in a manner adverse to 
Resources the approval or recommendation by the Board of Directors of 
Future or any such committee of this Agreement or take any action having 
such effect or (ii) approve or recommend, or propose to approve or 
recommend, any takeover proposal, Resources may terminate this Agreement 
subject to Section 7.2 hereof.

     (d)     For purposes of this Agreement, a "superior proposal" means 
any bona fide takeover proposal to acquire, directly or indirectly, more 
than 50% of Future Common Stock then outstanding or more than 50% of the 
assets of Future and its subsidiaries, and otherwise on terms which a 
majority of the disinterested members of the Board of Directors of 
Future determines in its good faith reasonable judgment (based on the 
written advice of a financial advisor of nationally recognized 
reputation, a copy of which shall be provided to Resources) to be more 
favorable to Future's stockholders than the transaction contemplated by 
this Agreement.

     (e)     In addition to the obligations of Future set forth in 
paragraph (b), Future shall promptly advise Resources orally and in 
writing of any takeover proposal or any inquiry with respect to or which 
could lead to any takeover proposal, the material terms and conditions 
of such inquiry or takeover proposal (including the financing for such 
proposal and a copy of such documents conveying such proposal), and the 
identity of the person making any such takeover proposal or inquiry.  
Future will keep Resources fully informed of the status and details of 
any such takeover proposal or inquiry.

     Section 7.2     Fee and Expense Reimbursements.

     (a)     Future agrees to pay Resources a fee in immediately 
available funds of $100,000 (the "Future Termination Fee") promptly upon 
the termination of the Agreement in the event this Agreement is 
terminated by Future pursuant to Section 7.1(b) or by Resources pursuant 
to Section 7.1(c).

     (b)     In the event this Agreement is terminated for any reason 
other than a material breach by Resources, Future also agrees to pay to 
Resources the Future Termination Fee if (i) after the date hereof and 
before the termination of this Agreement, a takeover proposal shall have 
been made and publicly announced by any person or group of persons (an 
"Acquiring Person") and (ii) after the date hereof and at or prior to 12 
months after the date of termination of this Agreement, the Acquiring 
Person or any affiliate of the Acquiring Person shall have effected an 
Alternative Transaction (as defined below). An Alternative Transaction 
shall mean (i) a merger, share exchange or other business combination or 
other transaction in which more than 20% of the voting securities of 
Future or a material amount of the assets of Future and its 
subsidiaries, taken as a whole, is acquired, including an investment in 
or acquisition of securities of a subsidiary of Future to the extent so 
material, or (ii) any acquisition from the stockholders of Future by 
tender offer, exchange offer or otherwise of more than 20% of the 
outstanding Future Common Stock.  The Future Termination Fee payable 
under this Section 7.2(b) shall be payable as a condition to the 
consummation of the Alternative Transaction.

     Section 7.3     Termination of the Agreement.  In addition to the 
provisions for termination provided for in Section 7.1 and 7.2, the 
Agreement may be terminated as follows:

     (a)     by mutual consent of Resources, Bargo, TJG and 
             Future;

     (b)     by either Resources, Bargo, TJG or Future:

     (i)     in the event of a breach by any other party of 
             any material representation, warranty, covenant or agreement 
             contained in this Agreement;

     (ii)     if a court of competent jurisdiction or other 
              governmental authority shall have issued an order, decree, or 
              ruling or taken any other action (which order, decree, or ruling 
              the parties hereto shall use their best efforts to lift), in each 
              case permanently restraining, enjoining, or otherwise prohibiting 
              the transactions contemplated by this Agreement;

     (iii)    if the Closing shall not have occurred by 
              December 31, 1998; provided, however, that the right to terminate 
              this Agreement under this clause (iii) shall not be available to 
              any party whose breach of this Agreement has been the cause of, or
              resulted in, the failure of the Closing to occur on or before such
              date.

The right of any party hereto to terminate this Agreement pursuant 
to this Section 7.3 shall remain operative and in full force and effect 
regardless of any investigation made by or on behalf of any party 
hereto, any person controlling any such party or any of their respective 
officers, directors, employees, accountants, consultants, legal counsel, 
agents, or other representatives whether prior to or after the execution 
of this Agreement. Notwithstanding anything in the foregoing to the 
contrary, a party that is in material breach of this Agreement shall not 
be entitled to terminate this Agreement.

     Section 7.4     Effect of Termination.  In the event of the 
termination of this Agreement under Section 7.3, written notice thereof 
shall forthwith be given to the other parties specifying the provision 
hereof pursuant to which such termination is made, and this Agreement 
(except for the provisions of this Section 7.4, which shall survive such 
termination) shall forthwith become null and void.  In the event of a 
termination of this Agreement as provided in Section 7.3, there shall be 
no liability on the part of Resources, Bargo, TJG or Future, except for 
liability arising out of a breach of, or misrepresentation under, this 
Agreement.

                              ARTICLE VIII

                                Notices

     All notices and other communications required under this Agreement 
shall (unless otherwise specifically provided herein) be in writing and 
be delivered personally, by recognized commercial courier or delivery 
service (which provides a receipt), by telecopier (with receipt 
acknowledged), or by registered or certified mail (postage prepaid), at 
the following addresses:

    If to Resources, Bargo or TJG: Bargo Energy Resources, Ltd.
                                   700 Louisiana, Suite 3700
                                   Houston, Texas 77002
                                   Attention:  Tim J. Goff
                                   Fax No.:  713-236-9799

    If to Future:                  Future Petroleum Corporation
                                   2351 West Northwest Highway
                                   Suite 2130
                                   Dallas, Texas 75220
                                   Attention:  Carl Price
                                   Fax No.:  214-350-8382

and shall be considered delivered on the date of receipt.  Either 
Future, on the one hand, or Resources, Bargo or TJG, on the other hand, 
may specify as its proper address any other post office address within 
the continental limits of the United States by giving notice to the 
other, in the manner provided in this Article, at least three days prior 
to the effective date of such change of address.

                               ARTICLE IX  

                              Commissions

     Resources, Bargo and TJG each agree to indemnify and hold harmless 
Future from and against any and all claims, obligations, actions, 
liabilities, losses, damages, costs or expenses (including court costs 
and attorneys fees) of any kind or character arising out of or resulting 
from any agreement, arrangement or understanding alleged to have been 
made by, or on behalf of any of them with any broker or finder in 
connection with this Agreement or the transactions contemplated hereby.  
Future agrees to indemnify and hold harmless Resources, Bargo and TJG 
from and against any and all claims, obligations, actions, liabilities, 
losses, damages, costs or expenses (including court costs and attorneys 
fees) of any kind or character arising out of or resulting from any 
agreement, arrangement or understanding alleged to have been made by, or 
on behalf of, Future with any broker or finder in connection with this 
Agreement or the transactions contemplated hereby.

                              ARTICLE X

                         Miscellaneous Matters

     Section 10.1     Survival of Representations and Warranties.  All 
representations and warranties made herein by Future, Resources, Bargo 
and TJG shall be continuing and shall be true and correct on and as of 
the date of Closing and shall survive the Closing.

     Section 10.2     Further Assurances.  From time to time after the 
Closing, at the request of any party hereto and without further 
consideration, Resources, Bargo and TJG, on the one hand, and Future, on 
the other hand, shall execute and deliver to the requesting party such 
instruments and documents and take such other action (but without 
incurring any material financial obligation) as such requesting party 
may reasonably request in order to consummate more fully and effectively 
the transactions contemplated hereby.

     Section 10.3     Binding Effect: Successors and Assigns; No Third 
Party Benefit.  The Agreement shall be binding on the parties hereto and 
their respective successors and permitted assigns.  No party hereto 
shall have the right to assign its rights under this Agreement without 
the prior written consent of the other party first having been obtained.  
Notwithstanding anything contained in this Agreement to the contrary, 
nothing in this Agreement, either express or implied, is intended to 
confer on any person other than the parties hereto or their respective 
successors and permitted assigns any rights, remedies, obligations or 
liabilities under or by reason of this Agreement.

     Section 10.4     Expenses.  Each party shall bear and pay all 
expenses incurred by it in connection with the transactions contemplated 
by this Agreement.

     Section 10.5     Entire Agreement.  This Agreement contains the 
entire understanding of the parties hereto with respect to subject 
matter hereof and supersedes all prior agreements, understandings, 
negotiations, and discussions among the parties with respect to such 
subject matter.  Time is of the essence in this Agreement.

     Section 10.6     Public Statements.  Resources, Bargo and TJG, on 
the one hand, and Future, on the other hand, shall consult with each 
other with regard to all publicity and other releases at or prior to 
Closing concerning this Agreement and the transactions contemplated 
hereby and, except as required by applicable law or the applicable rules 
or regulations of any governmental body or stock exchange, neither 
Resources, Bargo and TJG, on the one hand, nor Future, on the other 
hand, shall issue any publicity or other release without the prior 
consent of the other.

     Section 10.7     Injunctive Relief.  The parties hereto acknowledge 
and agree that irreparable damage would occur in the event any of the 
provisions of this Agreement were not performed in accordance with their 
specific terms or were otherwise breached.  It is accordingly agreed 
that the parties shall be entitled to an injunction or injunctions to 
prevent breaches of the provisions of this Agreement, and shall be 
entitled to enforce specifically the provisions of this Agreement, in 
any court of the United States or any state thereof having jurisdiction, 
in addition to any other remedy to which the parties may be entitled 
under this Agreement or at law or in equity.

     Section 10.8     Deceptive Trade Practices.  To the extent 
applicable to the transaction contemplated hereby or any portion 
thereof, Future can and does expressly waive the provisions of the Texas 
Deceptive Trade Practices-Consumer Protection Act, Section 17.41 et 
seq., Texas Business & Commerce Code, other than Section 17.555, which 
is not waived, and all other consumer protection laws of the State of 
Texas, or any other state, applicable to this transaction that may be 
waived by the parties.  In connection with such waiver, Future hereby 
represents to Resources, Bargo and TJG that it (a) is in the business of 
seeking or acquiring by purchase or lease, goods or services for 
commercial or business use, (b) has knowledge and experience in 
financial and business matters that enables it to evaluate the merits 
and risks of the transactions contemplated hereby, (c) is not in a 
significantly disparate bargaining position and (d) has assets of 
$5,000,000 or more according to its most recent financial statements.

     Section 10.9     Amendments.  This Agreement may be amended, 
modified, supplemented, restated or discharged (and provisions hereof 
may be waived) only by an instrument in writing signed by the parties 
hereto.

     Section 10.10  Governing Law.  This Agreement shall be governed by 
and construed in accordance with the laws of the State of Texas.

     Section 10.11  Counterparts.  This Agreement may be executed in 
counterparts, all of which are identical and all of which constitute one 
and the same instrument.  It shall not be necessary for Future, 
Resources, Bargo or TJG to sign the same counterpart.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

     IN WITNESS WHEREOF, this Agreement is executed by the parties 
hereto on the date set forth above.

BARGO ENERGY RESOURCES, LTD.

By:     BARGO OPERATING COMPANY, INC.,
     General Partner

By   /s/ Tim J. Goff
     Tim J. Goff

BARGO ENERGY COMPANY

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

TJG INVESTMENTS, INC.

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

FUTURE PETROLEUM CORPORATION

By   /s/ Carl Price       
     Carl Price, President

                              Schedule 1.1

                      Bargo Furniture and Equipment

Leased Equipment           Mo. Lease 
                            Payment          Mo. Maint.        Mo. Overage
_________________________________________________________________________

Anes-Landmark Graphics        368.05

Toshiba Copier BD-3550      2,435.00          92.01              0.00

Toshiba Facsimile TF-651       67.93           0.00              0.00

Toshiba Copier/Sorter 6550    457.74         184.03             57.86
                            ---------       --------          ---------
                            1,099.50         276.04             57.86

Additional assets are listed on the following pages marked "Schedule 
1.1."

                            Schedule 2.1(a)

                   Real Property Owned and Leased
                           Being Transferred

Leased Equipment          Mo. Lease 
                           Payment           Mo. Maint.       Mo. Overage
__________________________________________________________________________

Office Rent(1)             19,376.55

Corporate 
Apartment                   2,435.00

     (1)     Third Amendment to Lease Agreement dated May 8, 1997, by and 
             between 700 Louisiana Limited, as landlord, and Bargo Energy 
             Corporation, as tenant, covering approximately 14,500 net rentable 
             square feet on Level 37 of the NationsBank Center, 700 Louisiana 
             Street, Houston, Harris County, Texas (the "Lease Agreement")

     Reference is made to (i) the above described Lease Agreement 
whereby Bargo Energy Corporation leased the premises therein 
described for a term commencing September 1, 1997 and ending 
August 31, 2002, and (ii) the assignment of the rights of the tenant 
thereunder to Bargo Energy Resources, Ltd., a Texas limited 
partnership, pursuant to a certain Assignment of Lease dated as of 
March 1, 1998.

                            Schedule 2.1(b)

                Owned Personal Property Being Transferred

None

                            Schedule 2.1(c)

              Leased Personal Property Being Transferred

None

                            Schedule 2.1(d)

                               Contracts

Resources' rights and obligations pursuant to the Purchase and Sales 
Agreement between Cody Energy, Inc. and Cody Texas, L.P. and Resources 
dated September 30, 1998.

Resources' rights and obligations pursuant to the Purchase and Sales 
Agreement between Chevron USA and Resources dated November 5, 1998 for 
the acquisition of Chevron's interest in the South Coles Levee Unit.

Any rights and obligations that Resources obtains with regards to the 
acquisition of the Raccoon Bend property from Exxon.  Resources is 
currently negotiating the purchase and sale agreement.

                            Schedule 2.1(2)

                     Retained Oil and Gas Leases

FINA LEASE 
NUMBER       LESSOR         LESSEE      DATED    EXPIRE DATE    RECORDED
____________________________________________________________________________
01LA007237   BOWIE LUMBER    M W      1993/06/25  2099/06/25  B-1180, E-75406
             ASSOCIATION    PETROLEUM 
                            CORPORATION
01RPLA2007    DONALD L.      M W       1993/08/16 1996/08/15  BK 1201, EMT.#7
              PELTIER E.    PETROLEUM
                            CORPORATION

09la007123   BOWIE LUMBER   STANOLIND  1952/06/05 2099/01/01  B-163, P.- 223
             CO.            OILI & GAS 
                            CO.

09la007124   STATE OF       W. W.      1953/08/20 2099/01/01  V-174, P-74
             LOUISIANA      HAWKINS

09LA007125   BOWIE LUMBER  PAN AMERICAN 1964/05/29 2099/01/01 B-823, E-232324
             CO.            PETROLEUM 
                            CORP.

09LA007127   BOWIE LUMBER  PAN AMERICAN 1969/12/20 2099/01/01 B-425, P-83
             CO.           PETROLEUM 
                           CORP.

09RPLA1017   BOWIE LUMBER               1970/03/12 2099/01/01 V425, P232, 
             CO.                                                E-3206

01RPLA2005   BOWIE LUMBER  M.W.         1993/07/02 2099/07/01
             ASSOCIATION   PETROLEUM 
                           CORPORATION

                              Schedule 2.1(7)

                         Retained Contract Rights

Resources' rights and obligations under the Purchase and Sale Agreement 
between Marathon Oil Company and Bargo Operating Company, Inc. dated 
May 11, 1998 (which was subsequently assigned to Resources) for the 
acquisition of Marathon's interest in the South Coles Levee unit for the 
period from September 1, 1997 to August 1, 1998 which represents the 
period that Resources owned the property.

Resources rights and obligations under the Purchase and Sale Agreement 
between Chevron USA and Resources dated August 3, 1998 for the 
acquisition of the Cross Creek filed for the period from September 1, 
1998 to October 1, 1998 which represents the period that Resources owned 
the property.

                             Schedule 2.3(vi)

Costs, expenses, liabilities and obligations associated with the 
following completed and proposed acquisitions of oil and gas properties 
and assets:

South Coles Levee
Shell Bryans Mill
Chevron Cross Creek
Raccoon Bend
VAALCO
Cody

                            Schedule 3.1(d)

                       Contracts Which Require Consent

Resources' rights and obligations pursuant to the Purchase and Sales 
Agreement between Cody Energy, Inc. and Cody Texas, L. P. and Resources 
dated September 30, 1998.

Resources' rights and obligations pursuant to the Purchase and Sales 
Agreement between Chevron USA and Resources dated November 5, 1998 for 
the acquisition of Chevron's interest in the South Coles Levee Unit.

Any rights and obligations that Resources obtains with regards to the 
acquisition of the Raccoon Bend property from Exxon.  Resources is 
currently negotiating the purchase and sale agreement.

                              Schedule 4.7

                          Derivative Securities

                                     No. of Shares of Common 
                                       Stock Issuable Upon 
                                            Exercise
Name
____________________________________________________________
Bargo Energy Resources, Ltd.                   250,000
Carl Price                                     633,508
Christie Price                                  40,000
Robert Price                                    50,000
Danny Matthews                                  40,124
Charles Laudeman                                20,000
Aspen Energy/Cotton Valley Resources            25,000

                               EXHIBIT 4.4

                                                  Exhibit A

                         FUTURE PETROLEUM COMPANY

                        CERTIFICATE OF DESIGNATION
                      OF CONVERTIBLE PREFERRED STOCK, 
                     SERIES A SETTING FORTH THE POWERS, 
                    PREFERENCES, RIGHTS, QUALIFICATIONS,
                      LIMITATIONS AND RESTRICTIONS OF
                           SUCH PREFERRED STOCK

          Pursuant to Section 602 of the Utah General Corporation Act, 
Future Petroleum Company, a Utah corporation (the "Corporation"), DOES 
HEREBY CERTIFY:

          That pursuant to the authority conferred upon the Board of 
Directors of the Corporation by the Certificate of Incorporation of the 
Corporation (the "Charter"), the Board of Directors of the Corporation 
on December 15, 1998 duly adopted the following resolution creating a 
series of Preferred Stock designated as Convertible Preferred Stock, 
Series A and such resolution has not been modified and is in full force 
and effect on the date hereof:

          RESOLVED that, pursuant to the authority vested in the Board 
of Directors of the Corporation in accordance with the provisions of the 
Charter, a series of authorized Preferred Stock, par value $0.01 per 
share, of the Corporation are hereby created and that the designation 
and number of shares thereof and the voting powers, preferences and 
relative, participating, optional and other special rights of the shares 
of such series of Preferred Stock, and the qualifications, limitations 
and restrictions thereof are as follows:

Section 1.     Designation and Number.

          (a)     The shares of such series of Preferred Stock shall be 
designated as "Convertible Preferred Stock, Series A" ("Preferred 
Stock").  The number of shares initially constituting the Preferred 
Stock shall be 100,000, which number may be decreased (but not 
increased) by the Board of Directors without a vote of stockholders; 
provided, however, that such number may not be decreased below the 
number of then outstanding shares of such series of Preferred Stock.

          (b)     The Preferred Stock shall, with respect to rights on 
liquidation, dissolution or winding up, rank prior to all other classes 
and series of Junior Stock of the Corporation now or hereafter 
authorized including, without limitation, the Common Stock.

          (c)     Capitalized terms used herein and not otherwise 
defined shall have the meanings set forth in Section 9 below.

Section 2.     Dividends and Distributions.  In the event that the 
Corporation shall declare a cash dividend or make any other distribution 
(including, without limitation, in capital stock (which shall include, 
without limitation, any options, warrants or other rights to acquire 
capital stock) of the Corporation, whether or not pursuant to a 
shareholder rights plan, "poison pill" or similar arrangement, or other 
property or assets) to holders of Common Stock, then the Board of 
Directors shall declare, and the holder of each share of Preferred Stock 
shall be entitled to receive, a dividend or distribution in an amount 
equal to the amount of such dividend or distribution received by a 
holder of the number of shares of Common Stock for which such share of 
Preferred Stock is convertible on the record date for such dividend or 
distribution.  Any such amount shall be paid to the holders of shares of 
Preferred Stock at the same time such dividend or distribution is made 
to holders of Common Stock.

          The holders of shares of Preferred Stock shall not be entitled 
to receive any dividends or other distributions except as provided 
herein.

Section 3.     Voting Rights.

          In addition to any voting rights provided by law, the holders 
of shares of Preferred Stock shall have the following voting rights:

          (a)     Except as otherwise required by applicable law and so 
long as the Preferred Stock is outstanding, each share of Preferred 
Stock shall entitle the holder thereof to vote, in person or by proxy or 
written consent, at a special or annual meeting of stockholders or in 
connection with any stockholder action taken in lieu of a meeting of 
stockholders, on all matters voted on by holders of Common Stock, 
including the election of directors, voting together as a single class 
with all other shares entitled to vote thereon.  With respect to any 
such vote, each share of Preferred Stock shall entitle the holder 
thereof to cast that number of votes per share as is equal to the number 
of votes that such holder would be entitled to cast had such holder 
converted his shares of Preferred Stock into Common Stock on the record 
date for determining the stockholders of the Corporation eligible to 
vote on any such matters.

          (b)     Unless the consent or approval of a greater number of 
shares shall then be required by law, the affirmative vote of the 
holders of at least 80% of the outstanding shares of Preferred Stock, 
voting separately as a single class, in person or by proxy, at a special 
or annual meeting of stockholders called for the purpose, shall be 
necessary to (i) authorize, adopt or approve an amendment to the Charter 
that would increase or decrease the par value of the shares of Preferred 
Stock, or alter or change the powers, preferences or special rights of 
the shares of Preferred Stock, (ii) amend, alter or repeal the Charter 
so as to affect the shares of Preferred Stock adversely, including, 
without limitation, by granting any voting right to any holder of notes, 
bonds, debentures or other debt obligations of the Corporation, or (iii) 
authorize, increase the authorized number of shares of, or issue 
(including on conversion or exchange of any convertible or exchangeable 
securities or by reclassification) any additional shares of Preferred 
Stock.  In addition, for so long as the number of authorized shares of 
Common Stock is not sufficient to permit the holders of Preferred Stock 
to convert all of their shares of Preferred Stock into common stock, the 
adoption or approval of any plan or arrangement providing for the 
liquidation or dissolution of the Corporation shall in addition to any 
other vote required at law or by the Charter, require the affirmative 
vote of holders of at least 66 2/3% of the outstanding shares of 
Preferred Stock, voting separately as a single class, in person or by 
proxy, at a special or annual meeting of stockholders called for the 
purpose.

          (c)     (i)     The foregoing right of holders of shares of 
Preferred Stock to take any action as provided in Section 3(b) may be 
exercised at any annual meeting of stockholders or at a special meeting 
of holders of shares of Preferred Stock held for such purpose as 
hereinafter provided or at any adjournment thereof, or by the written 
consent, delivered to the Secretary of the Corporation, of the holders 
of the minimum number of shares required to take such action.

          So long as such right to vote continues (and unless such right 
has been exercised by written consent of the minimum number of shares 
required to take such action), the Chief Executive Officer or President 
of the Corporation may call, and upon the written request of holders of 
record of at least 5% of the outstanding shares of Preferred Stock, 
addressed to the Secretary of the Corporation at the principal office of 
the Corporation, shall call, a special meeting of the holders of shares 
entitled to vote as provided herein.  Such meeting shall be held within 
30 days after delivery of such request to the Secretary, at the place 
and upon the notice provided by law and in the by-laws of the 
Corporation for the holding of meetings of stockholders.

               (ii)     At each meeting of stockholders at which the 
holders of shares of Preferred Stock shall have the right, voting 
separately as a single class, to take any action, the presence in person 
or by proxy of the holders of record of one-third of the total number of 
shares of Preferred Stock then outstanding and entitled to vote on the 
matter shall be necessary and sufficient to constitute a quorum.  At any 
such meeting or at any adjournment thereof:

             (A)     the absence of a quorum of the holders of 
        shares of any other class or series of capital stock 
        shall not prevent the taking of any action by holders 
        of Preferred Stock as provided in this Section 3: and

             (B)     in the absence of a quorum of the holders 
        of shares of Preferred Stock, a majority of the holders 
        of such shares present in person or by proxy shall have 
        the power to adjourn the meeting as to the actions to 
        be taken by the holders of shares of Preferred Stock 
        from time to time and place to place without notice 
        other than announcement at the meeting until a quorum 
        shall be present.

          For taking of any action as provided in Section 3(b) by the 
holders of shares of Preferred Stock, each such holder shall have one 
vote for each share of such stock standing in his or her name on the 
transfer books of the Corporation as of any record date fixed for such 
purpose or, if no such date be fixed, at the close of business on the 
Business Day next preceding the day on which notice is given, or if 
notice is waived, at the close of business on the Business Day next 
preceding the day on which the meeting is held; provided, however, that 
shares of Preferred Stock held by the Corporation or any subsidiary of 
the Corporation shall not be deemed to be outstanding for purposes of 
taking any action as provided in this Section 3.

Section 4.     Redemption.

The Corporation shall not have any right to redeem any shares 
of Preferred Stock. 

Section 5.     Reacquired Shares.

          Any shares of Preferred Stock converted, exchanged, redeemed, 
purchased or otherwise acquired by the Corporation in any manner 
whatsoever shall be retired and cancelled promptly after the acquisition 
thereof.  All such shares of Preferred Stock shall upon their 
cancellation become authorized but unissued shares of preferred stock, 
par value $0.01 per share, of the Corporation and, upon the filing of an 
appropriate Certificate of Designation with the Secretary of State of 
the State of Utah, may be reissued as part of another series of 
preferred stock, par value $0.01 per share, of the Corporation subject 
to the conditions or restrictions on issuance set forth herein, but in 
any event may not be reissued as shares of Preferred Stock or other 
Parity Stock unless all of the shares of Preferred Stock issued on the 
Issue Date shall have already been redeemed, converted or exchanged.

Section 6.     Liquidation, Dissolution or Winding Up.

          (a)     If the Corporation shall commence a voluntary case 
under the United States bankruptcy laws or any applicable bankruptcy, 
insolvency or similar law of any other country, or consent to the entry 
of an order for relief in an involuntary case under any such law or to 
the appointment of a receiver, liquidator, assignee, custodian, trustee, 
sequestrator (or other similar official) of the Corporation or of any 
substantial part of its property, or make an assignment for the benefit 
of its creditors, or admit in writing its inability to pay its debts 
generally as they become due (any such event, a "Voluntary Liquidation 
Event"), or if a decree or order for relief in respect of the 
Corporation shall be entered by a court having jurisdiction in the 
premises in an involuntary case under the United States bankruptcy laws 
or any applicable bankruptcy, insolvency or similar law of any other 
country, or appointing a receiver, liquidator, assignee, custodian, 
trustee, sequestrator (or other similar official) of the Corporation or 
of any substantial part of its property, or ordering the winding up or 
liquidation of its affairs, and on account of any such event the 
Corporation shall liquidate, dissolve or wind up, or if the Corporation 
shall otherwise liquidate, dissolve or wind up, no distribution shall be 
made (i) to the holders of shares of Junior Stock unless, prior thereto, 
the holders of shares of Preferred Stock shall have received the 
Liquidation Preference.

          (b)     Neither the consolidation or merger of the Corporation 
with or into any other Person nor the sale or other distribution to 
another Person of all or substantially all the assets, property or 
business of the Corporation shall be deemed to be a liquidation, 
dissolution or winding up of the Corporation for purposes of this 
Section 6.

Section 7.     Conversion.

          (a)     Any holder of Preferred Stock shall have the right, at 
its option, at any time and from time to time, to convert, subject to 
the terms and provisions of this Section 7, any or all of such holder's 
shares of Preferred Stock into such number of fully paid and 
non-assessable shares of Common Stock as is equal, subject to Section 
7(g), to the product of the number of shares of Preferred Stock being so 
converted multiplied by the quotient of (i) the Purchase Price divided 
by (ii) the Conversion Price (as defined below) then in effect.  The 
Conversion Price shall be $1.00, subject to adjustment as set forth in 
Section 7(d).  Such conversion right shall be exercised by the surrender 
of the shares to be converted to the Corporation at any time during 
usual business hours at its principal place of business to be maintained 
by it, accompanied by written notice that the holder elects to convert 
such shares and specifying the name or names (with address) in which a 
certificate or certificates for shares of Common Stock are to be issued 
and (if so required by the Corporation) by a written instrument or 
instruments of transfer in form reasonably satisfactory to the 
Corporation duly executed by the holder or its duly authorized legal 
representative and transfer tax stamps or funds therefor, if required 
pursuant to Section 7(j).  All shares of Preferred Stock surrendered for 
conversion shall be delivered to the Corporation for cancellation and 
cancelled by it and no shares of Preferred Stock shall be issued in lieu 
thereof.

          (b)     As promptly as practicable after the surrender, as 
herein provided, of any shares of Preferred Stock for conversion 
pursuant to Section 7(a), the Corporation shall deliver to or upon the 
written order of the holder of such shares so surrendered a certificate 
or certificates representing the number of fully paid and non-assessable 
shares of Common Stock into which such shares of Preferred Stock may be 
or have been converted in accordance with the provisions of this Section 
7.  Subject to the following provisions of this paragraph and of Section 
7(d), such conversion shall be deemed to have been made immediately 
prior to the close of business on the date that such shares of Preferred 
Stock shall have been surrendered in satisfactory form for conversion, 
and the Person or Persons entitled to receive the Common Stock 
deliverable upon conversion of such shares of Preferred Stock shall be 
treated for all purposes as having become the record holder or holders 
of such Common Stock at such appropriate time, and such conversion shall 
be at the Conversion Price in effect at such time; provided, however, 
that no surrender shall be effective to constitute the Person or Persons 
entitled to receive the Common Stock deliverable upon such conversion as 
the record holder or holders of such Common Stock while the share 
transfer books of the Corporation shall be closed (but not for any 
period in excess of five days), but such surrender shall be effective to 
constitute the Person or Persons entitled to receive such Common Stock 
as the record holder or holders thereof for all purposes immediately 
prior to the close of business on the next succeeding day on which such 
share transfer books are open, and such conversion shall be deemed to 
have been made at, and shall be made at the Conversion Price in effect 
at, such time on such next succeeding day.  

          (c)     To the extent permitted by law, when shares of 
Preferred Stock are converted, all dividends declared and unpaid on the 
Preferred Stock so converted to the date of conversion shall be 
immediately due and payable and must accompany the shares of Common 
Stock issued upon such conversion.

          (d)     The Conversion Price shall be subject to adjustment as 
follows:

     (i)     In case the Corporation shall at any time or 
     from time to time  (A) pay a dividend or make a distribution 
     (other than a dividend or distribution paid or made to 
     holders of shares of Preferred Stock in the manner provided 
     in Section 2) on the outstanding shares of Common Stock in 
     capital stock (which, for purposes of this Section 7(d) shall 
     include, without limitation, any dividends or distributions 
     in the form of options, warrants or other rights to acquire 
     capital stock) of the Corporation, (B) subdivide the 
     outstanding shares of Common Stock into a larger number of 
     shares, (C) combine the outstanding shares of Common Stock 
     into a smaller number of shares, or (D) issue any shares of 
     its capital stock in a reclassification of the Common Stock 
     then, and in each such case, the Conversion Price in effect 
     immediately prior to such event shall be adjusted (and any 
     other appropriate actions shall be taken by the Corporation) 
     so that the holder of any share of Preferred Stock thereafter 
     surrendered for conversion shall be entitled to receive the 
     number of shares of Common Stock or other securities of the 
     Corporation that such holder would have owned or would have 
     been entitled to receive upon or by reason of any of the 
     events described above, had such share of Preferred Stock 
     been converted immediately prior to the occurrence of such 
     event. An adjustment made pursuant to this Section 7(d)(i) 
     shall become effective retroactively (A) in the case of any 
     such dividend or distribution, to a date immediately 
     following the close of business on the record date for the 
     determination of holders of Common Stock entitled to receive 
     such dividend or distribution or (B) in the case of any such 
     subdivision, combination or reclassification, to the close of 
     business on the day upon which such corporate action becomes 
     effective.

     (ii)     In the case the Corporation, at any time or 
     from time to time, shall take any action affecting its Common 
     Stock similar to or having an effect similar to any of the 
     actions described in any of Section 7(d)(i), or Section 7(h) 
     (but not including any action described in any such Section) 
     and the Board of Directors of the Corporation in good faith 
     determines that it would be equitable in the circumstances to 
     adjust the Conversion Price as a result of such action, then, 
     and in each such case, the Conversion Price shall be adjusted 
     in such manner and at such time as the Board of Directors of 
     the Corporation in good faith determines would be equitable 
     in the circumstances (such determination to be evidenced in a 
     resolution, a certified copy of which shall be mailed to the 
     holders of the Preferred Stock).
 
     (iii)     Notwithstanding anything herein to the 
     contrary, no adjustment under this Section 7(d) need be made 
     to the Conversion Price unless such adjustment would require 
     an increase or decrease of at least 1% of the Conversion 
     Price then in effect.  Any lesser adjustment shall be carried 
     forward and shall be made at the time of and together with 
     the next subsequent adjustment, which, together with any 
     adjustment or adjustments so carried forward, shall amount to 
     an increase or decrease of at least 1% of such Conversion 
     Price.  Any adjustment to the Conversion Price carried 
     forward and not theretofore made shall be made immediately 
     prior to the conversion of any shares of Preferred Stock 
     pursuant hereto.

          (e)     If the Corporation shall take a record of the holders 
of its Common Stock for the purpose of entitling them to receive a 
dividend or other distribution, and shall thereafter and before the 
distribution to stockholders thereof legally abandon its plan to pay or 
deliver such dividend or distribution, then thereafter no adjustment in 
the Conversion Price then in effect shall be required by reason of the 
taking of such record.

          (f)     Upon any increase or decrease in the Conversion Price, 
then, and in each such case, the Corporation promptly shall deliver to 
each registered holder of Preferred Stock at least 10 Business Days 
prior to effecting any of the foregoing transactions a certificate, 
signed by the President or a Vice-President and by the Treasurer or an 
Assistant Treasurer or the Secretary or an Assistant Secretary of the 
Corporation, setting forth in reasonable detail the event requiring the 
adjustment and the method by which such adjustment was calculated and 
specifying the increased or decreased Conversion Price then in effect 
following such adjustment.

          (g)     No fractional shares or scrip representing fractional 
shares shall be issued upon the conversion of any shares of Preferred 
Stock.  If more than one share of Preferred Stock shall be surrendered 
for conversion at one time by the same holder, the number of full shares 
of Common Stock issuable upon conversion thereof shall be computed on 
the basis of the aggregate Purchase Price of the shares of Preferred 
Stock so surrendered.  If the conversion of any share or shares of 
Preferred Stock results in a fraction, an amount equal to such fraction 
multiplied by the Current Market Price of the Common Stock on the 
Business Day preceding the day of conversion shall be paid to such 
holder in cash by the Corporation.

          (h)     In case of any capital reorganization or 
reclassification or other change of outstanding shares of Common Stock 
(other than a change in par value, or from par value to no par value, or 
from no par value to par value), or in case of any consolidation or 
merger of the Corporation with or into another Person (other than a 
consolidation or merger in which the Corporation is the resulting or 
surviving Person and which does not result in any reclassification or 
change of outstanding Common Stock), or in case of any sale or other 
disposition to another Person of all or substantially all of the assets 
of the Corporation (any of the foregoing, a "Transaction"), the 
Corporation, or such successor or purchasing Person, as the case may be, 
shall execute and deliver to each holder of Preferred Stock at least 10 
Business Days prior to effecting any of the foregoing Transactions a 
certificate that the holder of each share of Preferred Stock then 
outstanding shall have the right thereafter to convert such share of 
Preferred Stock into the kind and amount of shares of stock or other 
securities (of the Corporation or another issuer) or property or cash 
receivable upon such Transaction by a holder of the number of shares of 
Common Stock into which such share of Preferred Stock could have been 
converted immediately prior to such Transaction.  Such certificate shall 
provide for adjustments which shall be as nearly equivalent as may be 
practicable to the adjustments provided for in this Section 7.  If, in 
the case of any such Transaction, the stock, other securities, cash or 
property receivable thereupon by a holder of Common Stock includes 
shares of stock or other securities of a Person other than the successor 
or purchasing Person and other than the Corporation, which controls or 
is controlled by the successor or purchasing Person or which, in 
connection with such Transaction, issues stock, securities, other 
property or cash to holders of Common Stock, then such certificate also 
shall be executed by such Person, and such Person shall, in such 
certificate, specifically acknowledge the obligations of such successor 
or purchasing Person and acknowledge its obligations to issue such 
stock, securities, other property or cash to the holders of Preferred 
Stock upon conversion of the shares of Preferred Stock as provided 
above.  The provisions of this Section 7(h) and any equivalent thereof 
in any such certificate similarly shall apply to successive 
Transactions. 

          (i)     Unless otherwise agreed to in writing by the holders 
of all of the Preferred Stock, the Corporation shall at all times 
reserve and keep available for issuance upon the conversion of the 
Preferred Stock, such number of its authorized but unissued shares of 
Common Stock as will from time to time be sufficient to permit the 
conversion of all outstanding shares of Preferred Stock, and shall take 
all action required to increase the authorized number of shares of 
Common Stock if at any time there shall be insufficient authorized but 
unissued shares of Common Stock to permit such reservation or to permit 
the conversion of all outstanding shares of Preferred Stock.

          (j)     The issuance or delivery of certificates for Common 
Stock upon the conversion of shares of Preferred Stock shall be made 
without charge to the converting holder of shares of Preferred Stock for 
such certificates or for any tax in respect of the issuance or delivery 
of such certificates or the securities represented thereby, and such 
certificates shall be issued or delivered in the respective names of, or 
(subject to compliance with the applicable provisions of federal and 
state securities laws) in such names as may be directed by, the holders 
of the shares of Preferred Stock converted; provided, however, that the 
Corporation shall not be required to pay any tax which may be payable in 
respect of any transfer involved in the issuance and delivery of any 
such certificate in a name other than that of the holder of the shares 
of Preferred Stock converted, and the Corporation shall not be required 
to issue or deliver such certificate unless or until the Person or 
Persons requesting the issuance or delivery thereof shall have paid to 
the Corporation the amount of such tax or shall have established to the 
reasonable satisfaction of the Corporation that such tax has been paid.

Section 8.     Certain Remedies.

          Any registered holder of Preferred Stock shall be entitled to 
an injunction or injunctions to prevent breaches of the provisions of 
this Certificate of Designation and to enforce specifically the terms 
and provisions of this Certificate of Designation in any court of the 
United States or any state thereof having jurisdiction, this being in 
addition to any other remedy to which such holder may be entitled at law 
or in equity.

Section 9.     Definitions.

          For the purposes of this Certificate of Designation of 
Preferred Stock, the following terms shall have the meanings indicated:

          "Affiliate" shall have the meaning ascribed to such term in 
Rule 12b-2 of the General Rules and Regulations under the Exchange Act; 
provided that "Affiliate" shall not include the Purchaser or any 
Affiliate of the Purchaser.

          "Business Day" shall mean any day other than a Saturday, 
Sunday or other day on which commercial banks in the City of New York 
are authorized or required by law or executive order to close.

          "Common Stock" shall mean and include the Common Stock, par 
value $0.01 per share, of the Corporation and each other class of 
capital stock of the Corporation that does not have a preference over 
any other class of capital stock of the Corporation as to dividends or 
upon liquidation, dissolution or winding up of the Corporation and, in 
each case, shall include any other class of capital stock of the 
Corporation into which such stock is reclassified or reconstituted.

          "Current Market Price" per share shall mean, on any date 
specified herein for the determination thereof, (a) the average daily 
Market Price of the Common Stock for those days during the period of 20 
days, ending on such date, which are Trading Days, and (b) if the Common 
Stock is not then listed or admitted to trading on any national 
securities exchange or quoted in the over-the-counter market, the Market 
Price on such date.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, 
as amended, and the rules and regulations of the Securities and Exchange 
Commission thereunder.

          "Issue Date" shall mean the first date on which shares of 
Preferred Stock are issued.

          "Junior Stock" shall mean any capital stock of the Corporation 
ranking junior (either as to dividends or upon liquidation, dissolution 
or winding up) to the Preferred Stock including, without limitation, the 
Common Stock.

          "Liquidation Preference" with respect to a share of Preferred 
Stock shall mean $10.00.

          "Market Price" shall mean, per share of Common Stock on any 
date specified herein: (a) the closing price per share of the Common 
Stock on such date published in the Wall Street Journal or, if no such 
closing price on such date is published in the Wall Street Journal, the 
average of the closing bid and asked prices on such date, as officially 
reported on the principal national securities exchange on which the 
Common Stock is then listed or admitted to trading; or (b) if the Common 
Stock is not then listed or admitted to trading on any national 
securities exchange but is designated as a national market system 
security by the NASD, the last trading price of the Common Stock on such 
date; or (c) if there shall have been no trading on such date or if the 
Common Stock is not so designated, the average of the reported closing 
bid and asked prices of the Common Stock on such date as shown by NASDAQ 
and reported by any member firm of the New York Stock Exchange, Inc. 
selected by the Corporation.  If none of (a), (b) or (c) is applicable, 
Market Price shall mean a market price per share determined at the 
Corporation's expense by an appraiser chosen by the holders of a 
majority of the shares of Preferred Stock or, if no such appraiser is so 
chosen more than twenty business days after notice of the necessity of 
such calculation shall have been delivered by the Corporation to the 
holders of Preferred Stock, then by an appraiser chosen by the 
Corporation.

          "NASD" shall mean the National Association of Securities 
Dealers, Inc.

          "NASDAQ" shall mean the National Market System of the National 
Association of Securities Dealers, Inc. Automated Quotations System.

          "Parity Stock" shall mean any capital stock of the corporation 
ranking on a parity (either as to dividends or upon liquidation, 
dissolution or winding up) with the Preferred Stock.

          "Person" shall mean any individual, firm, corporation, 
partnership, trust, incorporated or unincorporated association, limited 
liability company, joint venture, joint stock company, government (or an 
agency or political subdivision thereof) or other entity of any kind, 
and shall include any successor (by merger) of such entity.

          "Purchase Price" means $260 per share of Preferred Stock.

          "Purchaser" shall mean Bargo Energy Resources, Ltd., a Texas 
limited partnership.

          "Senior Stock" shall mean any capital stock of the Corporation 
ranking senior (either as to dividends or upon liquidation, dissolution 
or winding up) to the Preferred Stock.

          "Subsidiary" shall mean, with respect to any Person, a 
corporation or other entity of which 50% or more of the voting power of 
the voting equity securities or equity interest is owned, directly or 
indirectly, by such Person.

          "Trading Day" shall mean a day on which the national 
securities exchanges are open for trading.

          IN WITNESS WHEREOF, FUTURE PETROLEUM COMPANY has caused this 
Certificate to be duly executed in its corporate name on this 15th day 
of December, 1998.

                              FUTURE PETROLEUM COMPANY

                              By:   /s/ Carl Price     
                              Name:  Carl Price
                              Title:    President
ATTEST:

By       /s/ Christie Sirera
Name:     Christie Sirera  
Title:    Secretary

                              EXHIBIT 99.2

                                                  Exhibit B

                         FIRST AMENDMENT TO
                    REGISTRATION RIGHTS AGREEMENT

     This First Amendment to Registration Rights Agreement ("Amendment") 
is made and entered into this 15th day of December, 1998, by and among 
Future Petroleum Corporation, a Utah corporation (the "Company"), Bargo 
Energy Resources, Ltd., a Texas limited partnership ("Resources"), Bargo 
Energy Company, a Texas general partnership ("Bargo"), TJG Investments, 
Inc., a Texas corporation ("TJG"), Bargo Operating Company, Inc., a 
Texas corporation ("Operating"), Tim J. Goff ("Goff"), Thomas Barrow 
("Barrow") and James E. Sowell ("Sowell"), and evidences the following:

RECITALS:

     A.     The Company and Resources entered into a Registration Rights 
Agreement ("Agreement") on August 14, 1998 covering shares of Common 
Stock (as defined in the Agreement) issued to Resources and shares of 
Common Stock to be issued upon exercise of Warrants issued to Resources; 

     B.     The Company and other persons have entered into an Asset 
Purchase Agreement and Plan of Reorganization, dated December 15, 1998 
("Reorganization Agreement"), pursuant to which Goff, Barrow, Sowell and 
Operating, as the partners of Resources, will be issued 100,000 shares 
of Preferred Stock (the "Preferred Shares"), each of which is 
convertible, as provided therein, into 260 shares of Common Stock and 
Bargo and TJG will be issued 7,078,333 and 1,255,000 shares of Common 
Stock (such shares are referred to as the "Bargo Common Stock" and the 
"TJG Common Stock" respectively);

     C.     The parties to the Agreement desire to amend the Agreement 
as herein provided to include the Preferred Shares and Common Stock to 
be issued upon conversion of the Preferred Stock, and the Common Stock 
to be issued to TJG and Bargo, as "Registrable Securities" as defined in 
the Agreement; 

AGREEMENT:

     NOW, THEREFORE, for and in consideration of the foregoing Recitals 
and the mutual covenants contained herein, the sufficiency of which is 
hereby acknowledged, the parties hereto, intending to be legally bound, 
do hereby agree as follows:

     Section 1.     Amendments to Defined Terms. The following defined 
terms in the Agreement are amended to read as follows:

     (a)     The definition of EnCap Holders shall be amended to read in 
full as follows:

"EnCap Holders" shall mean the "Holders" as defined in the 
EnCap Agreement.

     (b)     The first four lines of the definition of "Registrable 
Securities"  shall be replaced with:  

"Registrable Securities" shall mean (i) the Merger Shares, 
(ii) the Warrant Shares, (iii) the Preferred Shares and any 
depository receipts for such shares, (iv) the shares of Common 
Stock which may be issued upon conversion of the Preferred Shares, 
the TJG Common Stock and the Bargo Common Stock and (v) any 
securities issued or issuable with respect to any of the shares 
described in clause (i), (ii), (iii) or (iv) above by way of a 
stock dividend or other distribution or stock split or in 
connection with a combination of shares, recapitalization, merger, 
consolidation or other reorganization;

     Section 2.     Binding Effect.  Each of Goff, Barrow, Sowell, 
Operating and Bargo by execution of this Amendment shall be bound by and 
subject to the terms and conditions of the Agreement, as amended by this 
Amendment.

     Section 3.     No Other Changes.  Except as explicitly amended by 
the Amendment, the terms, conditions, rights and obligations under the 
Agreement shall remain in full force and effect.

     Section 4.     Counterparts.  This Amendment may be executed by 
the parties hereto in any number of counterparts, each of which shall be 
deemed an original, but all of which shall constitute one and the same 
agreement. 

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

                         FUTURE PETROLEUM CORPORATION

                         By:   /s/ Carl Price
                         Carl Price, President

                         BARGO ENERGY RESOURCES, LTD,

                         By:     BARGO OPERATING COMPANY, Inc.

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

               
                         Tim J. Goff
                         Address for purposes of Section 12(e) 
                         of the Agreement: 700 Louisiana, Suite 3700
                                           Houston, Texas  77002

                    
                         Thomas Barrow
                         Address for purposes of Section 12(e) 
                         of the Agreement: 700 Louisiana, Suite 3700
                                           Houston, Texas  77002

 
                         James E. Sowell
                         Address for purposes of Section 12(e) 
                         of the Agreement: 3131 McKinney Ave., 
                                           Suite 200
                                           Dallas, Texas  75204

                         BARGO ENERGY COMPANY

                         By:   /s/ Tim J. Goff            
                         Tim J. Goff, Manager
                         Address for purposes of Section 12(e) 
                         of the Agreement:  700 Louisiana, Suite 3700
                                            Houston, Texas  77002

                         BARGO OPERATING COMPANY, Inc.

                         By:   /s/ Tim J. Goff            
                         Tim J. Goff, President
                         Address for purposes of Section 12(e) 
                         of the Agreement:  700 Louisiana, Suite 3700
                                            Houston, Texas  77002

                         TJG INVESTMENTS, INC.

                         By:   /s/ Tim J. Goff               
                         Tim J. Goff, President
                         Address for purposes of Section 12(e) 
                         of the Agreement:  700 Louisiana, Suite 3700
                                            Houston, Texas  77002

                              EXHIBIT 99.3
                                                            Exhibit C

                           FIRST AMENDMENT TO
                       REGISTRATION RIGHTS AGREEMENT

     This First Amendment to Registration Rights Agreement ("Amendment") 
is made and entered into this 15th day of December, 1998, by and among 
Future Petroleum Corporation, a Utah corporation (the "Company"), Energy 
Capital Investment Company PLC, an English investment company ("Energy 
PLC"), and EnCap Equity 1994 Limited Partnership, a Texas limited 
partnership ("EnCap LP"), and evidences the following:

RECITALS:

     A.     The Company and Energy PLC and EnCap LP entered into a 
Registration Rights Agreement ("Agreement") on August 14, 1998 covering 
shares of Common Stock (as defined in the Agreement) issued to Energy 
PLC and EnCap LP; 

     B.     The Company and Bargo Energy Resources, Ltd., a Texas 
limited partnership ("Resources"), entered into the Bargo Agreement (as 
defined in the Agreement); 

     C.     The Company and certain stockholders entered into the Price 
Agreement (as defined in the Agreement);

     D.     The Company, Resources, Bargo Energy Company, a Texas 
general partnership ("Bargo"), and TJG Investments, Inc., a Texas 
corporation ("TJG"), have entered into a Asset Purchase Agreement and 
Plan of Reorganization, dated December 15, 1998, pursuant to which the 
partners of Resources will be issued 100,000 shares of Preferred Stock 
(the "Preferred Shares"), each of which is convertible, as provided 
therein, into 260 shares of Common Stock, and TJG and Bargo will be 
issued shares of Common Stock (the "Additional Common Stock");

     E.     The parties to the Bargo Agreement have amended the Bargo 
Agreement to include the Preferred Shares, the Common Stock issuable 
upon conversion of the Preferred Shares, and the Additional Common Stock 
as "Registrable Securities" as defined in the Bargo Agreement and to add 
the partners of Resources, Bargo and TJG as parties to the agreement; 

     F.     The parties to the Price Agreement have consented to the 
amendments to the Bargo Agreement and have agreed to make certain 
amendments to the Price Agreement to conform to the amendments to the 
Bargo Agreement;

     G.     The parties to this Amendment desire to consent to and 
permit the amendments to the Bargo Agreement and the Price Agreement;

AGREEMENT:

     NOW, THEREFORE, for and in consideration of the foregoing Recitals 
and the mutual covenants contained herein, the sufficiency of which is 
hereby acknowledged, the parties hereto, intending to be legally bound, 
do hereby agree as follows:

     Section 1.     Amendments to Defined Terms. The following defined 
terms in the Agreement are amended to read as follows:

     The definition of "Bargo Agreement" is amended to refer to the 
Bargo Agreement, as amended from time to time as permitted by the 
Agreement.

     Section 2.     Consent.  The undersigned consent to the amendment 
to the Bargo Agreement and the amendment to the Price Agreement made of 
even date herewith.

     Section 3.     No Other Changes.  Except as explicitly amended by 
the Amendment, the terms, conditions, rights and obligations under the 
Agreement shall remain in full force and effect.

     Section 4.     Counterparts.     This Amendment may be executed by 
the parties hereto in any number of counterparts, each of which shall be 
deemed an original, but all of which shall constitute one and the same 
agreement. 

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

                              FUTURE PETROLEUM CORPORATION

                              By:   /s/ Carl Price
                              Carl Price, President

                              ENERGY CAPITAL 
                              INVESTMENT COMPANY PLC

                              By:   /s/ Gary R. Petersen
                              Gary R. Petersen, Director

                              ENCAP EQUITY 1994 LIMITED
                              PARTNERSHIP

                              By:     EnCap Investments L.C., General 
                                      Partner

                              By:   /s/ Gary R. Petersen
                              Gary R. Petersen, Managing Director

                              EXHIBIT 99.6

                                                  Exhibit D

                         FIRST AMENDMENT TO
                    REGISTRATION RIGHTS AGREEMENT

     This First Amendment to Registration Rights Agreement ("Amendment") 
is made and entered into this 15th day of December, 1998, by and among 
Future Petroleum Corporation, a Utah corporation (the "Company"), Carl 
Price, Don Wm. Reynolds, Christie Price, Robert Price and Charles D. 
Laudeman (collectively, the "Price Group"), and evidences the following:

RECITALS:

     A.     The Company and the Price Group entered into a Registration 
Rights Agreement ("Agreement") on August 14, 1998 covering shares of 
Common Stock (as defined herein) owned by the members of the Price 
Group; 

     B.     The Company and Bargo Energy Resources, Ltd., a Texas 
limited partnership ("Resources"), entered into the Bargo Agreement (as 
defined in the Agreement); 

     C.     The Company and the EnCap Entities entered into the EnCap 
Agreement (as defined in the Agreement);

     D.     The Company, Resources, Bargo Energy Company, a Texas 
general partnership ("Bargo"), and TJG Investments, Inc., a Texas 
corporation ("TJG"), have entered into a Asset Purchase Agreement and 
Plan of Reorganization, dated December 15, 1998, pursuant to which the 
partners of Resources will be issued 100,000 shares of Preferred Stock 
(the "Preferred Shares"), each of which is convertible, as provided 
therein, into 260 shares of Common Stock, and TJG and Bargo will be 
issued shares of Common Stock (the "Additional Common Stock");

     E.     The parties to the Bargo Agreement have amended the Bargo 
Agreement to include the Preferred Shares, the Common Stock issuable 
upon conversion of the Preferred Shares, and the Additional Common Stock 
as "Registrable Securities" as defined in the Bargo Agreement and to add 
the partners of Resources, Bargo and TJG as parties to the agreement; 

     F.     The EnCap Holders have consented to the amendments to the 
Bargo Agreement and have agreed to make certain amendments to the EnCap 
Agreement to conform to the amendments to the Bargo Agreement;

     G.     The parties to this Amendment desire to consent to and 
permit the amendments to the Bargo Agreement and the EnCap Agreement;

AGREEMENT:

     NOW, THEREFORE, for and in consideration of the foregoing Recitals 
and the mutual covenants contained herein, the sufficiency of which is 
hereby acknowledged, the parties hereto, intending to be legally bound, 
do hereby agree as follows:

     Section 1.     Amendments to Defined Terms.  The following defined 
terms in the Agreement are amended to read as follows:

     The definition of "Bargo Agreement" is amended to refer to the 
Bargo Agreement, as amended from time to time as permitted by the 
Agreement.

     Section 2.     Consent.  The undersigned consent to the amendment 
to the Bargo Agreement and the EnCap Agreement made of even date 
herewith.

     Section 3.     No Other Changes.  Except as explicitly amended by 
the Amendment, the terms, conditions, rights and obligations under the 
Agreement shall remain in full force and effect.

     Section 4.     Counterparts.  This Amendment may be executed by 
the parties hereto in any number of counterparts, each of which shall be 
deemed an original, but all of which shall constitute one and the same 
agreement. 

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

                              FUTURE PETROLEUM CORPORATION

                              By:   /s/ Carl Price 
                                  Carl Price, President

                                 /s/ Carl Price 
                              Carl Price

                                 /s/ Don Wm. Reynold 
                              Don Wm. Reynolds

                                 /s/ Christie Price 
                              Christie Price

                                 /s/ Robert Price 
                              Robert Price

                                 /s/ Charles D. Laudeman 
                              Charles D. Laudeman

                            EXHIBIT 99.8

                                                  Exhibit F

                           AMENDED AND RESTATED
                          SHAREHOLDERS' AGREEMENT

     THIS AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT (this 
"Agreement") is made and entered into this 15th day of December, 1998, 
by and among Future Petroleum Corporation, a Utah corporation 
("Future"), B. Carl Price, a Texas resident ("Price"), Don Wm. Reynolds, 
a Texas resident ("Reynolds"), Energy Capital Investment Company PLC, an 
English investment company ("Energy PLC"), EnCap Equity 1994 Limited 
Partnership, a Texas limited partnership ("EnCap LP"), Bargo Energy 
Resources, Ltd., a Texas limited partnership ("Resources"), TJG 
Investments, Inc., a Texas corporation ("TJG"), Bargo Energy Company, a 
Texas general partnership ("BEC"), Tim J. Goff ("Goff"), Thomas Barrow 
("Barrow"), James E. Sowell ("Sowell") and Bargo Operating Company, 
Inc., a Texas corporation ("Operating").

RECITALS:

     A.     Future, Price, Reynolds, Energy PLC, EnCap LP and Resources 
are currently parties to a Shareholder's Agreement, dated August 14, 
1998 ("Original Agreement").

     B.     Future, Resources, TJG and BEC are parties to an Asset 
Purchase Agreement and Plan of Reorganization, dated December 15, 1998 
("Reorganization Agreement"), pursuant to which TJG and BEC will be 
issued shares of common stock, $0.01 par value ("Common Stock"), of 
Future, and Resources will be issued shares ("Preferred Shares") of 
voting preferred stock convertible into shares of Common Stock.

     C.     Resources has distributed to its partners, Goff, Barrow, 
Sowell and Operating, the right to receive the Preferred Shares of 
Future to which Resources may be entitled under the Reorganization 
Agreement; 

     D.      The parties hereto deem it in their mutual best interests 
to make the agreements contained herein.

AGREEMENT:

     NOW, THEREFORE, for and in consideration of the foregoing Recitals 
and the mutual agreements contained herein, the sufficiency of which is 
hereby acknowledged and confirmed, the parties hereto, intending to be 
legally bound hereby, amend and restate the Original Agreement to read 
in its entirety as follows:

Section 1.     Definitions.

          (a)    The following defined terms shall have the respective 
      meanings assigned to them below:

               (i)     "Affiliate" shall mean, with respect to any person, 
          any person directly or indirectly controlling, controlled by or 
          under common control with, such other person.  For purposes of 
          this definition, the term "control," when used with respect to any 
          person, shall mean the possession, directly or indirectly, of the 
          power to direct or cause the direction of the management and 
          policies of such person, whether through the ownership of voting 
          securities, by contract or otherwise; and the terms "controlling" 
          and "controlled" shall have meanings correlative to the foregoing.

               (ii)     "Bargo Group" shall mean TJG, BEC, Resources, 
          Operating, Goff, Barrow and Sowell and any transferee of a member 
          of the Bargo Group that executes or is required to execute an 
          Addendum Agreement.

               (iii)     "Designated Nominee" shall mean a person designated 
          by a Subject Shareholder as a nominee for election to Future's 
          Board of Directors.

               (iv)     "EnCap Group" shall mean Energy PLC, EnCap LP and 
          any transferee of a member of the EnCap Group that executes or is 
          required to execute an Addendum Agreement.

               (v)     "Market Price" of the Common Stock means the average 
          closing prices of the Common Stock for the ten trading days 
          preceding an Offering Notice under Section 4(b) over the principal 
          securities exchange in which the Common Stock is traded or, if not 
          traded on an exchange, the average closing price for ten trading 
          days preceding such Offering Notice as reported on the NASDAQ NMS, 
          or if not traded on an exchange or the NASDAQ NMS, the average of 
          the closing bid and asked prices of the Common Stock for such ten 
          day period.

               (vi)     "Other Shareholder" shall mean, when used with 
          respect to a Subject Shareholder, the other Subject Shareholders.

               (vii)     "Price Group" shall mean Price, Reynolds and any 
          transferee of a member of the Price Group that executes or is 
          required to execute an Addendum Agreement.

               (viii)     "Purchase Price" means, for purposes of Section 4, 
          an amount stated in dollars equal to the total value of a bona 
          fide written offer from a person to purchase shares of Common 
          Stock or Preferred Shares from a Shareholder determined as 
          follows:  (i) cash payable at closing shall be valued at the 
          amount thereof, (ii) a security trading on a public market and for 
          which published trading prices are readily available shall be 
          valued at its closing sales price (or if a sales price is not 
          available, at the average of its closing bid and asked prices) on 
          the last business day preceding the date of the first Offering 
          Notice with respect to such offer, and (iii) a security not 
          described in clause (ii) or other property, including cash payable 
          in one or more installments after closing, shall be valued at its 
          fair market value on the last business day preceding the date of 
          the first Offering Notice with respect to such offer as determined 
          at the option of the Selling Shareholder (as defined in Section 4) 
          either (a) by a qualified independent third party appraiser (the 
          expense of which shall be paid by the Company) or (b) in good 
          faith by the Board of Directors of the Company (excluding any 
          member of the Board who is a director, officer or shareholder of 
          the Selling Shareholder or who has the right to purchase Common 
          Stock or Preferred Shares under this Agreement) but only if all of 
          such Board members agree to accept the assignment to make such 
          determination.  Notwithstanding anything in the foregoing to the 
          contrary, for purposes hereof the Purchase Price of any Preferred 
          Shares shall be determined as if such Preferred Shares were 
          converted into Common Stock.

               (ix)     "Shareholders" shall mean the parties to this 
          Agreement and any person who executes or is required to execute an 
          Addendum Agreement (attached hereto as Exhibit "A").

               (x)     "Subject Shareholder" shall mean either the (i) Price 
          Group, (ii) EnCap Group or (iii) Bargo Group.

               (xi)     "Total Voting Power" shall mean the aggregate number 
          of votes which may be cast by holders of outstanding Voting 
          Securities.

               (xii)     "Voting Securities" shall mean Common Stock, the 
          Preferred Shares and any other securities of Future entitled to 
          vote generally for the election of directors of Future.

Section 2.     Agreement Regarding Board Representation. 

               (a)     The Price Group shall have one Designated Nominee, the 
     EnCap Group shall have two Designated Nominees and the Bargo Group shall 
     have four Designated Nominees.

               (b)     Each Shareholder agrees (i) to use its reasonable best 
     efforts to cause Future's Board of Directors to be composed of seven 
     members, (ii) to use its reasonable best efforts to cause Future to 
     nominate or cause to be nominated to the Future Board of Directors the 
     Designated Nominees of the Other Shareholders and (iii) to vote or cause 
     to be voted all Voting Securities beneficially owned by such Shareholder 
     in favor of the election of the Designated Nominees of the Other 
     Shareholders to Future's Board of Directors.  For purposes of this 
     Agreement, "beneficial ownership" or "beneficially own" shall be 
     determined in accordance with Rule 13d-3 under the Securities Exchange 
     Act of 1934, as amended ("Exchange Act").

               (c)     In the event of the death, incapacity, resignation or 
     removal of a Subject Shareholder's Designated Nominee preventing his or 
     her serving on Future's Board of Directors, each Shareholder will 
     promptly cause the election or appointment of another Designated Nominee 
     of such Subject Shareholder to fill the vacancy created thereby.
     
               (d)     Each Shareholder agrees to cause a designee of the Bargo 
     Group to be elected Chairman of the Board of Directors of Future.  Tim 
     J. Goff shall serve as the Bargo Group's initial designee.  In the event 
     Mr. Goff no longer serves as the Bargo Group's designee, the Bargo Group 
     agrees that all of its subsequent replacement designees as Chairman of 
     the Board of Directors shall be subject to the prior approval of a 
     majority of the Board of Directors of Future, which approval shall not 
     be unreasonably withheld, and if a replacement designee is not so 
     approved, the Bargo Group shall designate another designee acceptable to 
     Future's Board of Directors.

Section 3.     Tag Along Rights.

          (a)     If any Shareholder (for purposes of this Section 3, a 
     "Selling Shareholder") proposes to sell, dispose of or otherwise 
     transfer any shares (whether currently owned or hereafter acquired) of 
     Common Stock or Preferred Shares (the shares of Common Stock and/or 
     Preferred Shares proposed to be transferred being called the "Subject 
     Shares") other than pursuant to an Exempt Transfer (as defined below), 
     the Selling Shareholder shall refrain from effecting such transaction 
     unless, prior to the consummation thereof, the Shareholders other than 
     the Selling Shareholder (the "Tag Along Shareholders"), shall have been 
     afforded the opportunity to join in such sale on the basis hereinafter 
     described.  Each of the Shareholders agrees not to transfer any shares 
     of Common Stock or Preferred Shares indirectly in a manner that would be 
     inconsistent with the essential intent of this Section 3.  

          (b)     Not less than 30 nor more than 120 days prior to the 
     consummation of any proposed sale, disposition or transfer of the 
     Subject Shares, the Selling Shareholder shall notify, or cause to be 
     notified, each Tag Along Shareholder in writing of each such proposed 
     transfer.  Such notice ("Sale Notice") shall set forth:  (i) the name of 
     the transferor and the number of Subject Shares proposed to be 
     transferred, (ii) the name and address of the proposed purchaser (the 
     "Proposed Purchaser"), (iii) the proposed amount and form of 
     consideration and terms and conditions of payment offered by such 
     Proposed Purchaser and (iv) that the Proposed Purchaser has been 
     informed of the tag along right provided for in this Section 3 and has 
     agreed to purchase shares of Common Stock and/or Preferred Shares owned 
     by any Tag Along Shareholder in accordance with the terms hereof.  The 
     tag along right may be exercised by any Tag Along Shareholder by 
     delivery of a written notice to the Selling Shareholder proposing to 
     sell the Subject Shares (the "Tag-Along Notice") within 30 days 
     following its receipt of the notice specified above.  The Tag-Along 
     Notice shall state the amount of shares of Common Stock and/or Preferred 
     Shares (the "Tag-Along Shares") that such Tag-Along Shareholder proposes 
     to include in such transfer to the Proposed Purchaser.  If no Tag-Along 
     Notice is received during the 30-day period referred to above (or if 
     such Notices do not cover all the Subject Shares proposed to be 
     transferred), the Selling Shareholder shall have the right, for a 90-day 
     period after the expiration of the 30-day period referred to above, to 
     transfer the Subject Shares specified in the Tag-Along Notice (or the 
     remaining Subject Shares) on terms and conditions no more favorable than 
     those stated in the Sale Notice and in accordance with the provisions of 
     this Section 3.  

          (c)     In the event that the number of shares of Common Stock 
     and/or Preferred Shares that the Selling and Tag Along Shareholders 
     propose to sell is greater than the number of shares of Common Stock 
     and/or Preferred Shares that the Proposed Purchaser proposes to buy, 
     each such Shareholder (a "Participating Shareholder") shall be permitted 
     to sell the total number of shares of Common Stock and/or Preferred 
     Shares that the Proposed Purchaser agrees to purchase multiplied by the 
     Pro Rata Percentage (as defined) attributable to such Participating 
     Shareholder, unless otherwise agreed by all of the Participating 
     Shareholders.  The Pro Rata Percentage shall mean a percentage equal to 
     X divided by Y, where "X" is equal to the number of issued and 
     outstanding shares of Common Stock, including shares of Common Stock 
     issuable upon conversion of Preferred Shares, currently held by such 
     Participating Shareholder, and where "Y" is equal to the aggregate 
     number of shares of Common Stock, including shares of Common Stock 
     issuable upon conversion of Preferred Shares, then owned by all of the 
     Participating Shareholders.  
     
          (d)     Any such purchase shall be made on the same price and other 
     terms and conditions as the Proposed Purchaser has offered with respect 
     to the Subject Shares.  In the event that the Proposed Purchaser does 
     not purchase the Tag-Along Shares from the Tag Along Shareholders on the 
     same terms and conditions as specified in the Sale Notice, then the 
     Selling Shareholder shall not be permitted to sell any Subject Shares to 
     the Proposed Purchaser in the proposed transfer.  The closing of any 
     purchase from the Tag Along Shareholders shall occur contemporaneously 
     with the purchase and sale of the Subject Shares or at such other time 
     as such Tag-Along Shareholder and the Proposed Purchaser shall agree. 
     
          (e)     As used herein, the term "Exempt Transfer" shall mean any 
     sale, disposition or transfer of the Subject Shares to be effected (i) 
     through a registration of such shares under the Securities Act of 1933, 
     as amended (the "Securities Act"), (ii) pursuant to and in compliance 
     with Rule 144 promulgated by the Securities and Exchange Commission 
     pursuant to the Securities Act, provided that such sale does not involve 
     a sale of Common Stock or Preferred Shares to any person who has 
     beneficial ownership of, or who is a member of a group (as defined under 
     Section 13(d) of the Exchange Act) which has beneficial ownership of, 
     more than 5% of the outstanding Common Stock or Preferred Shares, (iii) 
     transfers by a Selling Shareholder to any person who is a partner or 
     equity holder of such Selling Shareholder, a successor of, or an entity 
     all of the equity interests of which are directly or indirectly owned 
     by, the Selling Shareholder or an Affiliate of the Selling Shareholder, 
     provided that no transfer pursuant to this subsection (iii) shall be an 
     Exempt Transfer unless the transferee agrees in writing to be bound by 
     this Agreement and executes an Addendum Agreement hereto, or (iv) any 
     bona fide charge, pledge or mortgage by any Shareholder of any shares of 
     Common Stock or Preferred Shares owned or held by it or its rights under 
     this Agreement, provided that any disposition of any such shares of 
     Common Stock or Preferred Shares after foreclosure of such charge, 
     pledge or mortgage shall be governed by the provisions of this 
     Agreement, and the purchaser or purchasers of the shares shall have 
     entered into an Addendum Agreement with Future and the other 
     Shareholders.

Section 4.     Right of First Refusal.

          (a)     No Shareholder may sell, transfer or dispose of any shares 
     (whether currently owned or hereafter acquired) of Common Stock or 
     Preferred Shares except in compliance with this Section 4.  If any 
     Shareholder desires to dispose of any shares of Common Stock or 
     Preferred Shares owned or held by it pursuant to a bona fide offer 
     (other than in an Exempt Transfer), such Shareholder (for purposes of 
     this Section 4, a "Selling Shareholder") shall offer such shares for 
     sale at the Purchase Price to the other Shareholders, all in accordance 
     with the following provisions of this Section 4.
     
               (i)     The Selling Shareholder shall deliver a written notice 
          ("Offering Notice") to the other Shareholders, and within 30 days 
          from the receipt of such Offering Notice, the other Shareholders 
          shall deliver written notice ("Reply Notice") to the Selling 
          Shareholder.  If by their Reply Notice the other Shareholders 
          accept the offer of the Selling Shareholder, such Reply Notice 
          shall constitute an agreement binding upon the Selling Shareholder 
          and the other Shareholders to sell and purchase the offered shares 
          at the Purchase Price.  Once the Offering Notice is delivered, the 
          offer by the Selling Shareholder may not be withdrawn prior to the 
          expiration of the option of the other Shareholders, as provided in 
          this Section 4.

              (ii)     Any dispute concerning the calculation of the 
          Purchase Price shall be resolved by the Board of Directors of the 
          Company, excluding any member of the Board who is, or is a 
          director, officer, partner or stockholder of, the Selling 
          Shareholder or who has a right to purchase stock from the Selling 
          Shareholder in the transaction for which the Purchase Price is 
          being determined; provided that if all directors are excluded 
          pursuant to the foregoing, such disputes shall be submitted to 
          binding arbitration as provided in Exhibit B.  The Purchase Price 
          shall be paid in cash at the closing.

               (iii)     If the other Shareholders do not accept an offer of 
          the Selling Shareholder pursuant to the foregoing provisions of 
          this Section 4 the Selling Shareholder shall be freed and 
          discharged, except as herein stated, from all obligations under 
          the terms of this Agreement other than to sell the offered shares 
          to the purchaser and at the price and upon the terms stated in the 
          Offering Notice given by the Selling Shareholder pursuant to this 
          Section 4, but only if such sale shall be completed within a 
          period of ninety days from the date of delivery of the Offering 
          Notice to the other Shareholders.  If the Selling Shareholder does 
          not complete such sale within such ninety-day period, all the 
          provisions of this Agreement, including the provisions of this 
          Section 4, shall apply to any future sale or offer for sale of 
          such shares of Common Stock or Preferred Shares owned by the 
          Selling Shareholder.

          (b)     Upon any involuntary disposition of a Shareholder's shares 
     of Common Stock or Preferred Shares, such Shareholder or its 
     representative shall send notice thereof, disclosing in full to the 
     Company and the other Shareholders the nature and details of such 
     involuntary disposition and offer such shares for sale at the Market 
     Price of Common Stock to the other Shareholders, all in accordance with 
     the following provisions of this Section 4.  As used in this Section 
     4(b), the term "Selling Shareholder" shall mean such Shareholder or its 
     representative, as the case may be.

               (i)     The Selling Shareholder shall deliver an Offering 
          Notice to the other Shareholders.  Each of the other Shareholders 
          shall have 30 days from the receipt of their respective Offering 
          Notice to deliver a Reply Notice to the Selling Shareholder.  If 
          by their Reply Notice the other Shareholders accept the offer of 
          the Selling Shareholder, such Reply Notice shall constitute an 
          agreement binding upon the Selling Shareholder and the other 
          Shareholders to sell and purchase the offered shares at the price 
          and upon the terms stated in the Offering Notice of the Selling 
          Shareholder.

                (ii)     In connection with any purchase and sale of shares of 
          Common Stock or Preferred Shares pursuant to paragraph (i) of this 
          Section 4(b), the purchaser or purchasers shall pay the purchase 
          price for the shares in cash at the closing.

               (iii)     If the Shareholders do not accept the offer of the 
          Selling Shareholder pursuant to the foregoing provisions of this 
          Section 4(b), the Selling Shareholder shall be freed and 
          discharged from all obligations under the terms of this Agreement 
          except to dispose of the offered shares by involuntary disposition 
          but only if the transferee under any such disposition shall have 
          entered into and Addendum Agreement with the Company and the other 
          Shareholders.  If such involuntary disposition is not effected, 
          all the provisions of this Agreement, including the provisions of 
          this Section 4, shall apply to any future involuntary disposition 
          of such shares of Common Stock or Preferred Shares owned by the 
          Selling Shareholder.

          (c)     The provisions of this Section 4 shall not apply to an 
     Exempt Transfer.

Section 5.     Representations and Warranties of Shareholders.  

     Each Shareholder hereby represents and warrants to the other 
Shareholders as follows:

          (a)     As of the date hereof, such Shareholder is the record and 
     beneficial owner of  the number of shares of Common Stock and Preferred 
     Shares set forth opposite its name in the attached Exhibit 4(a).

          (b)     Such Shareholder, if not a natural person, is duly formed, 
     validly existing and in good standing under the laws of the jurisdiction 
     of its formation.

          (c)     Such Shareholder has full power and authority to execute, 
     deliver, and perform this Agreement and to consummate the transactions 
     contemplated hereby. This Agreement has been duly executed and delivered 
     by such Shareholder and constitutes a valid and legally binding 
     obligation of such Shareholder, enforceable against such Shareholder in 
     accordance with its terms.

          (d)     The execution, delivery, and performance by such 
     Shareholder of this Agreement do not and will not (i) if not a natural 
     person, be in contravention of or violate any provision of its charter 
     or other governing documents, as amended to the date hereof, (ii) 
     conflict with or result in a violation of any provision of, or 
     constitute (with or without the giving of notice or the passage of time 
     or both) a default under, or give rise (with or without the giving of 
     notice or the passage of time or both) to any right of termination, 
     cancellation, or acceleration under, any bond, debenture, note, 
     mortgage, indenture, lease, contract, agreement, or other instrument or 
     obligation to which such Shareholder is a party or by which such 
     Shareholder or any of its properties may be bound or (iii) violate any 
     applicable law, rule or regulation binding upon such Shareholder.

          (e)     No consent, approval, order, or authorization of, or 
     declaration, filing, or registration with, any court or governmental 
     agency or of any third party is required to be obtained or made by such 
     Shareholder in connection with the execution, delivery, or performance 
     by such Shareholder of this Agreement.
     
Section 6.     Survival of Provisions.

     All representations, warranties and covenants made by each party 
hereto in this Agreement or any other document contemplated hereby shall 
be considered to have been relied upon by the other parties hereto and 
shall survive the execution and delivery of this Agreement or such other 
document, regardless of any investigation made by or on behalf of any 
such party.

Section 7.     Entire Agreement.  

     This Agreement and the other documents contemplated hereunder 
contain the entire understanding of the parties hereto with respect to 
the subject matter hereof and supersedes all prior agreements, 
understandings, negotiations, and discussions among the parties with 
respect to such subject matter, including, without limitation that 
certain Voting Agreement dated November 25, 1997, by and between Future, 
Energy PLC, EnCap LP, Carl Price and Don Wm. Reynolds and that certain 
Purchase and Sale Agreement dated November 25, 1997, by and among 
Future, Energy PLC, EnCap LP and Gecko Booty 1994 I Limited Partnership.  
Neither Future nor any Shareholder shall be a party to any agreement 
involving any holder of capital stock of Future, as such, unless Future 
and all such Shareholders are also parties to that agreement, except 
with the written consent of Future and all such Shareholders who are not 
parties to such an agreement.  

Section 8.     Amendments. 

     This Agreement may be amended, modified, supplemented, restated or 
discharged only by an instrument in writing signed by each of the 
Subject Shareholders hereto.  For purposes of this section, a Subject 
Shareholder shall be deemed to have properly executed an amendment 
hereto upon the consent of the holders of a majority of the then 
outstanding Voting Securities held by the members of such Subject 
Shareholder.

Section 9.     Notices.

     All notices and other communications required under this Agreement 
shall (unless otherwise specifically provided herein) be in writing and 
be delivered personally, by recognized commercial courier or delivery 
service (which provides a receipt), by telecopier (with receipt 
acknowledged), or by registered or certified mail (postage prepaid), at 
the following addresses:

If to a member of the Bargo Group, other than Sowell: 
                              c/o Bargo Energy Company
                              700 Louisiana, Suite 3700
                              Houston, Texas 77002
                              Attention:  Tim J. Goff
                              Fax No.:  713-236-9799

If to Sowell:                 James E. Sowell
                              3131 McKinney Avenue, Suite 200
                              Dallas, Texas 75204

If to B. Carl Price or Don Wm. Reynolds:
                              c/o Future Petroleum Corporation
                              2351 West Northwest Highway
                              Suite 2130
                              Dallas, Texas 75220
                              Attention:  Carl Price
                              Fax No.:  214-350-8382

If to Energy PLC or EnCap LP:
                                 c/o EnCap Investments, L.C.
                              1100 Louisiana, Suite 3150      
                              Houston, Texas  77002
                              Attention: Gary R. Petersen
                              Fax No.:  713-659-6130

and shall be considered delivered on the date of receipt.  A Shareholder 
may specify as its proper address any other post office address within 
the continental limits of the United States by giving notice to the 
other Shareholders, in the manner provided in this Section, at least ten 
(10) days prior to the effective date of such change of address.

     Any party hereto may designate a different address by notice to the 
other parties.

Section 10.     Termination.

     This Agreement shall terminate upon the earlier of (i) the written 
consent of each of the Shareholders, (ii) when the Shareholders 
collectively hold an aggregate of less than 30%, or when, with respect 
to a Subject Shareholder, such Subject Shareholder owns less than 5% of 
the issued and outstanding shares of Common Stock (and this Agreement 
shall be terminated solely with respect to such Subject Shareholder but 
shall remain in effect as to those Subject Shareholders owning 5% or 
more of the issued and outstanding shares of Common Stock).

Section 11.     Power of Attorney.

     For the purpose of executing an Addendum Agreement, all the 
Shareholders hereby appoint Future as their agent and attorney to 
execute such Addendum Agreement on their behalf and expressly bind 
themselves to the Addendum Agreement by Future's execution of that 
Agreement without further action on their part.

Section 12.     No Waiver.  

     The failure of any party hereto to insist upon strict performance 
of a covenant hereunder or of any obligation hereunder, irrespective of 
the length of time for which such failure continues, shall not be a 
waiver of such party's right to demand strict compliance in the future.  
No consent or waiver, express or implied, to or of any breach or default 
in the performance of any obligation hereunder shall constitute a 
consent or waiver to or of any other breach or default in the 
performance of the same or any other obligation hereunder.

Section 13.     Choice of Law.  

     This Agreement shall be governed by the laws of the State of Utah.

Section 14.     Successors and Assigns.  

     This Agreement shall be binding on and inure to the benefit of the 
parties hereto and their respective successors and assigns.

Section 15.     References and Construction.

          (a)     For purposes of this Agreement, whenever any Shareholder is 
     required to offer shares of Common Stock or Preferred Shares to the 
     other Shareholders pursuant to this Agreement, such offer shall be 
     deemed to be made to the other Shareholders pro rata in accordance with 
     their respective holdings of shares of Common Stock and Preferred Shares 
     (on an as converted basis) at the time of the offer, or in such other 
     proportions as may be agreed upon by all Shareholders electing to accept 
     the offer who, pursuant to this agreement, would purchase more or less 
     than their pro rata share.  Except as may otherwise be agreed, each 
     member of the group to whom such shares are so offered shall have the 
     right to purchase that proportion of the number of such offered shares 
     that the number of shares of Common Stock, including shares of Common 
     Stock issuable upon conversion of Preferred Shares, owned by such member 
     bears to the total number of shares of Common Stock, including shares of 
     Common Stock issuable upon conversion of Preferred Shares, owned by the 
     members of the group electing to accept the offer.
     
               (b)     The provisions of Sections 3 and 4 shall not apply to 
     transactions between members of a group, so that transactions between 
     members of the Price Group shall not be subject to Sections 3 and 4, 
     transactions between members of the EnCap Group shall not be subject to 
     Sections 3 and 4 and transactions between members of the Bargo Group 
     shall not be subject to Sections 3 and 4 and any shares transferred 
     pursuant to such transactions shall remain subject to this Agreement.  
     The parties hereto consent to the pledge of shares pursuant to those 
     certain Pledge Agreements (stock) by Resources, Energy PLC and EnCap LP, 
     Price, TJG, BEC, Goff, Barrow, Sowell and Operating, respectively, in 
     favor of Bank of America National Trust and Savings Association and 
     agree that Sections 3 and 4 hereof shall not be applicable to such 
     pledges or any foreclosures or resales thereunder.
     
          (c)     All references in this Agreement to articles, sections, 
     subsections and other subdivisions refer to corresponding articles, 
     sections, subsections and other subdivisions of this Agreement unless 
     expressly provided otherwise. 
     
          (d)     Titles appearing at the beginning of any of such 
     subdivisions are for convenience only and shall not constitute part of 
     such subdivisions and shall be disregarded in construing the language 
     contained in such subdivisions. 

          (e)     The words "this Agreement", "this instrument", "herein", 
     "hereof", "hereby", "hereunder" and words of similar import refer to 
     this Agreement as a whole and not to any particular subdivision unless 
     expressly so limited. 
      
          (f)     Words in the singular form shall be construed to include 
     the plural and vice versa, unless the context otherwise requires. 
     
          (g)     Unless the context otherwise requires or unless otherwise 
     provided herein, the terms defined in this Agreement which refer to a 
     particular agreement, instrument or document also refer to and include 
     all renewals, extensions, modifications, amendments or restatements of 
     such agreement, instrument or document, provided that nothing contained 
     in this subsection shall be construed to authorize such renewal, 
     extension, modification, amendment or restatement.

          (h)     Examples shall not be construed to limit, expressly or by 
     implication, the matter they illustrate.

          (i)     The word "or" is not exclusive and the word "includes" and 
     its derivatives means "includes, but is not limited to" and 
     corresponding derivative expressions. 

          (j)     No consideration shall be given to the fact or presumption 
     that one party had a greater or lesser hand in drafting this Agreement. 

          (k)     All references herein to "$" or "dollars" shall refer to 
     U.S. Dollars.

Section 16.     Endorsements.  

     The certificate or certificates representing the Voting Securities 
now owned or hereafter acquired by the Shareholders shall have 
conspicuously stamped, printed, or typed on the face or back thereof a 
legend substantially in the following form:

     "The shares represented hereby are subject to that certain 
Amended and Restated Shareholders' Agreement, dated as of December 
15, 1998, by and among the Company, and certain stockholders of 
the Company.  A copy of the Shareholders'  Agreement and all 
applicable amendments thereto will be furnished by the Company to 
the holder hereof without charge upon written request to the 
Company at its principal place of business or registered office."

Section 17.     Specific Performance.  

     Each of the parties hereto recognizes that any breach of the terms 
of this Agreement may give rise to irreparable harm for which money 
damages would not be an adequate remedy, and accordingly agree that, in 
addition to other remedies, any nonbreaching party shall be entitled to 
enforce the terms of this Agreement by a decree of specific performance 
without the necessity of proving the inadequacy as a remedy of money 
damages.

Section 18.     Counterparts.  

     This Agreement may be executed in multiple counterparts, with each 
such counterpart constituting an original and all of such counterparts 
constituting but one and the same agreement.

     IN WITNESS WHEREOF, this Amended and Restated Shareholder's 
Agreement has been executed as of the date above first written.

                         FUTURE PETROLEUM CORPORATION

                         By:   /s/ Carl Price                          
                         Carl Price, President

                         ENCAP EQUITY 1994 LIMITED PARTNERSHIP,

                         By:     EnCap Investments L.C., General 
                                Partner

                         By:   /s/ Gary R. Petersen              
                         Gary R. Petersen
                         Managing Director

                         ENERGY CAPITAL INVESTMENT COMPANY 

                         By:   /s/ Gary R. Petersen                     
                         Gary R. Petersen
                         Director

                         TJG INVESTMENTS, INC.

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

                         BARGO ENERGY COMPANY

                         By:   /s/ Tim J. Goff
                         Tim J. Goff, Manager 

                         BARGO ENERGY RESOURCES, LTD.

                         By:     Bargo Operating Company, Inc., 
                                General Partner

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

                         BARGO OPERATING COMPANY, INC.

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

                         /s/ Tim J. Goff          
                         Tim J. Goff

                         /s/ Thomas Barrow        
                         Thomas Barrow

                         /s/ James E. Sowell          
                         James E. Sowell

                         EXHIBIT 4(a)

Shareholder                                         Number of Shares
                                             of Stock
_________________________________________________________________________
B. Carl Price                                          1,089,149*
Don Wm. Reynolds                                         753,362*
Energy Capital Investment Company PLC                  2,269,886* 
EnCap Equity 1994 Limited Partnership                  2,424,973*
TJG Investments, Inc.                                  1,255,000*
Bargo Energy Company                                   7,078,333*
Tim J. Goff                                               32,333.3333**
Thomas Barrow                                             33,333.3333**
James E. Sowell                                           33,333.3334**
Bargo Operating Company, Inc.                              1,000.000**
Bargo Energy Resources, Ltd.                           4,694,859*
               
*     Common Stock
**     Preferred Shares

                              EXHIBIT A

                           ADDENDUM AGREEMENT

     Addendum Agreement made this ____ day of ________, ____, by and 
between ____________________________________________ (the "New 
Shareholder") and Future Petroleum Corporation, a Utah corporation (the 
"Company"), and the other shareholders (the "Shareholders") of the 
Company, who are parties to that certain Amended and Restated 
Shareholders' Agreement dated December 15, 1998 (the "Agreement"), 
between the Company and the Shareholders.

     W I T N E S E T H:

          WHEREAS, the Company and the Shareholders entered into the 
Agreement to impose certain restrictions and obligations upon themselves 
and the shares of Common Stock, $0.01 par value, of the Company held by 
them (the "Shares"); 

          WHEREAS, the New Shareholder is desirous of becoming a 
shareholder of the Company; and

          WHEREAS, the Company and the Shareholders have required in the 
Agreement that in certain circumstances certain persons being offered 
Shares must enter into an Addendum Agreement binding the New Shareholder 
to the Agreement to the same extent as if it was an original party 
thereto, so as to promote the mutual interests of the Company, the 
Shareholders and the New Shareholders by imposing the same restrictions 
and obligations on the New Shareholder and the shares of Common Stock to 
be acquired by it as were imposed upon the Shareholders under the 
Agreement,

          NOW, THEREFORE, in consideration of the mutual promises of the 
parties, and as a condition of the purchase of the shares of Common 
Stock in the Company, the New Shareholder acknowledges that it has read 
the Agreement.  The New Shareholder shall be bound by, and shall have 
the benefit of, all the terms and conditions set out in the Agreement to 
the same extent as if it was a "Shareholder" as defined in the 
Agreement.  This Addendum Agreement shall be attached to and become a 
part of the Agreement.
                                   ______________________________
                                          New Shareholder

                                   By____________________________

                                   Address for notices under
                                   Section 9 of Agreement:

                                   ______________________________
                                   ______________________________
                                   ______________________________

                              EXHIBIT B

                              ARBITRATION

     In the event that a dispute or controversy as described in Section 
3 should arise, such dispute or controversy shall be settled in 
arbitration in Houston, Texas and for this purpose each of the parties 
hereby expressly consents to such arbitration in such place.  In the 
event the parties cannot mutually agree upon an arbitrator to settle 
their dispute or controversy, each party to the dispute shall select one 
arbitrator.  In the event that there are only two parties to the 
dispute, the arbitrators selected by each party shall select a third 
arbitrator.  The decision of said arbitrators shall be binding upon the 
parties for all purposes.  If any party fails to select an arbitrator 
within 15 days after written demand from the other party or parties to 
do so, or if, in the event that there are only two parties to the 
dispute, the two arbitrators selected fail to select a third arbitrator 
within 15 days after the last of such selected arbitrators is appointed, 
such other arbitrator or arbitrators shall be selected pursuant to the 
then existing rules and regulations of the American Arbitration 
Association.  Such arbitration shall be conducted in accordance with the 
then existing rules and regulations of the American Arbitration 
Association to the extent such rules and regulations are not 
inconsistent with this Agreement.  The expense of each arbitrator shall 
be borne by the party selecting the arbitrator.  The expense of any 
third arbitrator shall be borne equally by the two parties to the 
dispute or controversy. For purposes hereof, in the case of a dispute or 
controversy where the Offering Notice was submitted by, or the 
transaction otherwise involves, more than one Selling Shareholder, all 
such Selling Shareholders shall collectively constitute a single party. 
Likewise, where the transaction involves more than one purchasing 
Shareholder, all such purchasing Shareholders shall constitute a single 
party.

                              EXHIBIT 99.9

                            U.S. $50,000,000

                         AMENDED AND RESTATED
                           CREDIT AGREEMENT,

                    dated as of December 4, 1998,

                              between

                    FUTURE PETROLEUM CORPORATION,

                          as the Borrower,

                              and

                    BANK OF AMERICA NATIONAL TRUST 
                         AND SAVINGS ASSOCIATION,

                         as the Lender

                  AMENDED AND RESTATED CREDIT AGREEMENT

     THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 4, 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 is engaged in the business of oil and gas 
exploration and production, and activities related or ancillary thereto; and

     WHEREAS, the Borrower and the Lender are parties to that certain Credit 
Agreement dated as of August 14, 1998, as amended by Amendment No. 1 to Credit 
Agreement dated as of November 16, 1998 (the "Existing Agreement"), the Lender 
made commitments to make loans to the Borrower prior to the applicable 
commitment termination date and in maximum aggregate principal amount of loans 
and letter of credit outstandings at any one time not to exceed in the aggregate
the lesser of (x) the borrowing base, or (y) $27,500,000; and

     WHEREAS, the Borrower desires to amend the Existing Agreement and to 
obtain Commitments from the Lender pursuant to which

          (a)      Loans will be made to the Borrower from time to time prior 
     to the applicable Commitment Termination Date; and

          (b)     Letters of Credit will be issued by an Issuer for the 
     account of the Borrower from time to time prior to the Tranche A 
     Availability Termination Date in a maximum aggregate principal amount of 
     Loans and Letter of Credit Outstandings at any one time not to exceed in 
     the aggregate the lesser of (x) the Collateral Value, or (y) $50,000,000; 
     and
 
     WHEREAS, the Lender is willing, on the terms and subject to the conditions 
hereinafter set forth (including Article VI), to amend the Existing Agreement, 
to extend such Commitments, and to make such Loans to the Borrower and issue 
such Letters of Credit; and

     WHEREAS, the proceeds of such Loans will be used

          (a)     to refinance certain acquisition-related indebtedness 
     pertaining to Oil and Gas Properties owned by the Borrower or one of the 
     Borrower's Subsidiaries in the States of Oklahoma, New Mexico, Louisiana, 
     California and Texas;

          (b)     to purchase certain Acquired Properties;

          (c)     to finance certain costs in connection with the Bargo-Future 
     Transaction;

          (d)     to finance the repayment of certain subordinated 
     indebtedness owed to certain of the Existing Creditors; and 

          (e)     for general working capital purposes.

     WHEREAS, the Parties have agreed it is in their respective best interests 
to enter into this Agreement amending, restating and superseding the Existing 
Agreement,

     NOW, THEREFORE, the parties hereto agree as follows:

                              ARTICLE I

               DEFINITIONS AND ACCOUNTING TERMS

     SECTION I.1.  Defined Terms.  The following terms (whether or not 
underscored) when used in this Agreement, including its preamble and recitals, 
shall, except where the context otherwise requires, have the following meanings 
(such meanings to be equally applicable to the singular and plural forms 
thereof):

     "Acquired Properties" means those Oil and Gas Properties and other assets 
that are acquired from time to time in an Acquisition.

     "Acquisition" means an acquisition by the Borrower or one or more of its 
Subsidiaries of Acquired Properties.

     "Affiliate" of any Person means any other Person which, directly or 
indirectly, controls, is controlled by or is under common control with such 
Person (excluding any trustee under, or any committee with responsibility for 
administering, any Plan).  A Person shall be deemed to be "controlled by" any 
other Person if such other Person possesses, directly or indirectly, power 

          (a)     to vote 10% or more of the securities (on a fully diluted 
     basis) having ordinary voting power for the election of directors or 
     managing general partners; or

          (b)     to direct or cause the direction of the management and 
     policies of such Person whether by contract or otherwise.

     "Agreement" means, on any date, this Amended and Restated Credit Agreement 
as originally in effect on the Effective Date and as thereafter from time to 
time amended, supplemented, amended and restated, or otherwise modified and in 
effect on such date.

     "Alternate Base Rate" means, on any date and with respect to all Base Rate 
Loans, a fluctuating rate of interest per annum equal to the higher of

          (a)     the rate of interest as announced from time to time by the 
     Lender as its "reference rate" at its Domestic Office; or

          (b)     the Federal Funds Rate most recently determined by the 
     Lender plus r%.

The Alternate Base Rate is not necessarily intended to be the lowest rate of 
interest in connection with extensions of credit.  Changes in the rate of 
interest on that portion of any Loans maintained as Base Rate Loans will take 
effect simultaneously with each change in the Alternate Base Rate.  The Lender 
will give notice to the Borrower of changes in the Alternate Base Rate.

     "Applicable Law" means with respect to any Person or matter, any federal, 
state, regional, tribal or local statute, law, code, rule, treaty, convention, 
application, order, decree, consent decree, injunction, directive, determination
or other requirement (whether or not having the force of law) relating to such 
Person or matter and, where applicable, any interpretation thereof by a 
Government Agency having jurisdiction with respect thereto or charged with the 
administration or interpretation thereof.

     "Applicable Margin" means, with respect to any Loan at any time of 
determination, a margin above the interest rate or fee applicable to such Credit
Extension equal to the following:

     Type of Interest        LIBO Rate           Alternate 
                                                 Base Rate 
     Tranche A Loan              2%                  0%

     Tranche B Loan              4%                  2%

After the date that is 120 days after the Effective Date until the payment 
in full of all Tranche B Loans, the Applicable Margin in the case of Tranche B 
Loans shall increase to the following amounts:

     Type of Interest        LIBO Rate           Alternate 
                                                 Base Rate 
     Tranche B Loans            6%                  4%

Notwithstanding the foregoing, after any Borrowing Base Deficiency or Collateral
Value Deficiency has existed for sixty (60) consecutive days, the Applicable 
Margins set forth above shall increase by 3.00% until such Borrowing Base 
Deficiency and Collateral Value Deficiency, as the case may be, have been 
eliminated.  Such changes in the Applicable Margin with respect to any Credit 
Extension shall take effect upon the effective date of a Borrowing Base 
Redetermination or Collateral Value Redetermination, as applicable.

     "Approvals" means each and every approval, authorization, license, permit, 
consent, variance, land use entitlement, franchise, agreement, filing or 
registration by or with any Government Agency or other Person necessary for all 
stages of developing, operating, maintaining and abandoning Oil and Gas 
Properties.

     "Assignee Lender" is defined in Section 10.11.1.

     "Authorized Officer" means, relative to any Obligor, those of its officers 
(or, in the case of a partnership, those of the officers of its general partner)
whose signatures and incumbency shall have been certified to the Lender pursuant
to Section 6.1.1.

     "Bargo" means Bargo Energy Resources, Ltd., a Texas limited partnership, 
the sole general partner of which is Bargo Operating Company, Inc. and the sole 
limited partners of which are Tim J. Goff, Thomas D. Barrow, and James E. 
Sowell.

     "Bargo-Future Agreement" means that certain Asset Purchase Agreement and 
Plan of Reorganization" dated as of December 15, 1998, by and among the 
Borrower, Bargo, BEC and TJG, a December 9, 1998 draft of which has been 
furnished to the Lender.

     "Bargo-Future Transaction" means the various transactions contemplated by 
the Bargo-Future Agreement, including (i) the transfer from Bargo to the 
Borrower of substantially all of Bargo's assets, (ii) the transfer to the 
Borrower from each of BEC and TJG of all of the subordinated Indebtedness of 
Borrower to BEC and TJG, (iii) the issuance of common stock in the Borrower to 
BEC and TJG and (iv) the issuance of preferred stock in the Borrower to Bargo.

     "Base Rate Loan" means a Loan bearing interest at a fluctuating rate 
determined by reference to the Alternate Base Rate.

     "BEC" means Bargo Energy Company, a Texas general partnership.

     "Borrower" is defined in the preamble.

     "Borrowing" means the Loans of the same type and, in the case of LIBO Rate 
Loans, having the same Interest Period made by the Lender on the same Business 
Day and pursuant to the same Borrowing Request in accordance with Section 2.1.

     "Borrowing Base" means, as at any date, (a) prior to the initial Borrowing 
Base Redetermination, $24,775,000 and (b) thereafter, (i) that amount of 
Indebtedness for borrowed money under the Facility that the Lender determines in
accordance with Section 2.6 can be supported by  the Proven Reserves 
attributable to Hydrocarbon Interests owned directly by the Borrower or its 
Subsidiaries which are a part of the Mortgaged Properties, after an engineering 
and economic review of such reserves conducted by the Lender using its normal 
procedures for oil and gas facilities of this type, taking into account the 
value of all those proved developed producing oil and gas reserves and certain 
portions of certain other categories of Proven Reserves attributable to the 
Mortgaged Properties.

     "Borrowing Base Deficiency" means the amount by which (a) the sum of the 
aggregate outstanding principal amount of all Tranche A Loans plus Letter of 
Credit Outstandings exceeds (b) the then current Borrowing Base.     

     "Borrowing Base Deficiency Notification Date" means the date on which any 
notice of a Borrowing Base Deficiency is received by the Borrower.

     "Borrowing Base Fee" is defined in Section 3.3.8.

     "Borrowing Base Redetermination" is defined in Section 2.6.

     "Borrowing Request" means a loan request and certificate duly executed by 
an Authorized Officer of the Borrower, substantially in the form of Exhibit C-1 
hereto.

     "Business Day" means

          (a)     any day which is neither a Saturday or Sunday nor any other 
     day on which banks are authorized or required to be closed in Chicago, 
     Illinois; and

          (b)     relative to the making, continuing, prepaying or repaying of 
     any LIBO Rate Loans, any day on which dealings in Dollars are carried on 
     in the London interbank market.

     "Capital Expenditures" means, for any period, (without duplication) the 
aggregate amount of all expenditures of the Borrower and its consolidated 
Subsidiaries for fixed or capital assets made during such period which, in 
accordance with GAAP, would be classified as capital expenditures including, 
with respect to any period, payments made by the Borrower and its consolidated 
Subsidiaries with respect to Capitalized Lease Liabilities incurred during such 
period.

     "Capitalization" means, at any time, the sum of (a) the total Debt of the 
Borrower and its consolidated Subsidiaries plus (b) the total equity of the 
Borrower and its consolidated Subsidiaries.

     "Capitalized Lease Liabilities" means all monetary obligations of the 
Borrower or any of its consolidated Subsidiaries under any leasing or similar 
arrangement which, in accordance with GAAP, would be classified as capitalized 
leases, and, for purposes of this Agreement and each other Loan Document, the 
amount of such obligations shall be the capitalized amount thereof, determined 
in accordance with GAAP.

     "Cash Equivalent Investment" means, at any time:

          (a)     any evidence of Indebtedness, maturing not more than one 
     year after such time, issued or guaranteed by the United States 
     Government;

          (b)     commercial paper, maturing not more than nine months from 
     the date of issue, which is issued by

               (i)     a corporation (other than an Affiliate of the 
          Borrower) organized under the laws of any state of the United States 
          or of the District of Columbia and rated at least A-1 by Standard & 
          Poor's Corporation or P-1 by Moody's Investors Service, Inc., or
     
               (ii)  the Lender;

          (c)     any certificate of deposit or bankers acceptance, maturing 
     not more than one year after such time, which is issued by

               (i)     a commercial banking institution that is a member of 
          the Federal Reserve System and has a combined capital and surplus 
          and undivided profits of not less than $500,000,000, or

               (ii)     the Lender; or

          (d)     any repurchase agreement entered into with the Lender (or 
     other commercial banking institution of the stature referred to in clause 
     (c)) which 

               (i)     is secured by a fully perfected security interest in 
          any obligation of the type described in any of clauses (a) through 
          (c); and

               (ii)     has a market value at the time such repurchase 
          agreement is entered into of not less than 100% of the repurchase 
          obligation of the Lender (or other commercial banking institution) 
          thereunder.

     "CERCLA" means the Comprehensive Environmental Response, Compensation and 
Liability Act of 1980, as amended.

     "CERCLIS" means the Comprehensive Environmental Response Compensation 
Liability Information System List.

     "Change in Control" means (a) if Bargo Energy Resources, Ltd., EnCap 
Equity 1994 Limited Partnership and Energy Capital Investment Company PLC shall 
fail to collectively own at least 51% of the outstanding capital stock of the 
Borrower, on a fully diluted basis, or (b) if the Borrower ceases to own 
beneficially and of record 100% of the capital stock of each of Future Texas, 
Future Nevada and Future California, or (c) if Future Texas or Future Nevada 
ceases to own beneficially and of record 100% of the general partner and limited
partner interests, respectively, in the Partnership Subsidiaries.

     "Chevron South Coles Levee Property" means those Oil and Gas Properties 
described on Schedule IV, Part B.

     "Code" means the Internal Revenue Code of 1986, as amended, reformed or 
otherwise modified from time to time, and the regulations promulgated 
thereunder.

     "Cody Properties" means those Oil and Gas Properties described on 
Schedule IV, Part A.

     "Collateral Value" means, as at any date, (a) prior to the initial 
Collateral Value Redetermination, $27,500,000 and (b) thereafter, the quotient 
of (i) the projected net future cash flow, discounted at ten percent (10%) per 
annum, from the anticipated production of Hydrocarbons from Proven Reserves 
attributable to Hydrocarbon Interests owned directly by the Borrower or one of 
the Borrower's Subsidiaries which are a part of the Mortgaged Properties, after 
an engineering and economic review of such reserves conducted by the Lender 
taking into account the value of all those proved developed producing oil and 
gas reserves and all other categories of Proven Reserves attributable to the 
Mortgaged Properties, divided by (ii) 2.0.

     "Collateral Value Deficiency" means the amount by which (a) the sum of the 
aggregate outstanding principal amount of all Tranche A Loans plus all Tranche 
B Loans plus all Letter of Credit Outstandings exceeds (b) the then current 
Collateral Value.

     "Collateral Value Deficiency Notification Date" shall mean the date on 
which any notice of a Collateral Value Deficiency is received by the Borrower.

     "Collateral Value Redetermination" is defined in Section 2.6.

     "Commitment" means the Lender's commitment pursuant to Section 2.1 to make 
Loans to the Borrower and to issue Letters of Credit in accordance with the 
terms and provisions of this Agreement.

     "Commitment Amount" means, on any date, the lesser of (i) the Tranche A 
Commitment Amount and/or the Tranche B Commitment Amount, as the case may be, as
such amounts may be reduced from time to time pursuant to the provisions of 
Section 2.2, or (ii) the Borrowing Base. 

     "Commitment Availability" means, on any date, the excess of

          (a)     the sum of 

               (i)     the amount of the Borrowing Base, plus

               (ii)     the unused portion of the Tranche B Commitment 
          Amount, over

          (b)     the sum of

               (i)     the aggregate outstanding principal amount of all 
          applicable Loans on such date, plus

               (ii)     the Letter of Credit Outstandings on such date.

     "Commitment Termination Date" means the earliest of

          (a)     the Stated Maturity Date;

          (b)     the date on which either the Tranche A Commitment Amount or 
     the Tranche B Commitment Amount, or either of them, as applicable, is 
     terminated in full or reduced to zero pursuant to Section 2.2; and

          (c)     the date on which any Commitment Termination Event occurs.

     "Commitment Termination Event" means     

          (a)     the occurrence of any Default described in clauses (a) 
     through (d) of Section 9.1.9 with respect to the Borrower or any 
     Subsidiary; or 

          (b)     the occurrence and continuance of any other Event of Default 
     and either 

               (i)     the declaration of the Loans and other Obligations to 
          be due and payable pursuant to Section 9.3, or

               (ii)     in the absence of such declaration, the giving of 
          notice by the Lender to the Borrower that the Commitments have been 
          terminated.
     
     "Consent" means a Consent to Assignment executed and delivered pursuant to 
Section 6.2.6, substantially in the form of Exhibit J, as amended, supplemented,
restated or otherwise modified from time to time pursuant to which the 
Borrower's counterparty to each Material Contract (i) consents to the assignment
of each such Material Contract to the Lender as security for the Obligations and
(ii) provides the Lender an independent right to cure defaults under such 
Material Contract.       

     "Consolidated Net Income" means, with respect to the Borrower and its 
consolidated Subsidiaries for any period, the consolidated net income (or loss) 
of the Borrower and its consolidated Subsidiaries for such period determined in 
accordance with GAAP.

     "Contingent Liability" means, as to any Person, any direct or indirect 
liability of that Person, whether or not contingent, with or without recourse, 
(a) with respect to any Indebtedness, lease, dividend, letter of credit or other
obligation (the "primary obligations") of another Person (the "primary 
obligor"), including any obligation of that Person (i) to purchase, repurchase 
or otherwise acquire such primary obligations or any security therefor, (ii) to 
advance or provide funds for the payment or discharge of any such primary 
obligation, or to maintain working capital or equity capital of the primary 
obligor or otherwise to maintain the net worth or solvency or any balance sheet 
item, level of income or financial condition of the primary obligor, (iii) to 
purchase property, securities or services primarily for the purpose of assuring 
the owner of any such primary obligation of the ability of the primary obligor 
to make payment of such primary obligation, or (iv) otherwise to assure or hold 
harmless the holder of any such primary obligation against loss in respect 
thereof (each, a "Guaranty Obligation"); (b) with respect to any Surety 
Instrument issued for the account of that Person or as to which that Person is 
otherwise liable for reimbursement of drawings or payments; or (c) to purchase 
any materials, supplies or other property from, or to obtain the services of, 
another Person if the relevant contract or other related document or obligation 
requires that payment for such materials, supplies or other property, or for 
such services, shall be made regardless of whether delivery of such materials, 
supplies or other property is ever made or tendered, or such services are ever 
performed or tendered.

     "Continuation/Conversion Notice" means a notice of continuation or 
conversion and certificate duly executed by an Authorized Officer of the 
Borrower, substantially in the form of Exhibit C-2 hereto.

     "Controlled Group" means all members of a controlled group of corporations 
and all members of a controlled group of trades or businesses (whether or not 
incorporated) under common control which, together with the Borrower, are 
treated as a single employer under Section 414(b) or 414(c) of the Code or 
Section 4001 of ERISA.

     "Credit Extension" means and includes

          (a)     the advancing of any Tranche A Loans by the Lender in 
     connection with a Borrowing hereunder,

          (b)     the advancing of any Tranche B Loans by the Lender in 
     connection with a Borrowing hereunder, and 

          (c)     any issuance by an Issuer, or the extension of the Stated 
     Expiry Date by an Issuer, of a Letter of Credit.

     "Current Ratio" means, as of the end of each Fiscal Quarter, the ratio of

          (a)     the current assets (including the  unused portion of the 
     Commitment Amount) of the Borrower and its consolidated Subsidiaries

to

          (b)     the current liabilities (minus the current portion of its 
     long term Debt) of the Borrower and its consolidated Subsidiaries.

     "Debt" means the outstanding principal amount of all Indebtedness of the 
Borrower and its consolidated Subsidiaries of the nature referred to in clauses 
(a) and (b) of the definition of "Indebtedness".

     "Debt to Capitalization Ratio" means, as of the end of each Fiscal 
Quarter, the ratio of (a) Debt to (b) Capitalization.

     "Default" means any Event of Default or any condition, occurrence or event 
which, after notice or lapse of time or both, would constitute an Event of 
Default.

     "Disbursement" means the amount disbursed by the Issuer on a Disbursement 
Date.

     "Disbursement Date" is defined in Section 4.4.

     "Disclosure Schedule" means the Disclosure Schedule attached hereto as 
Schedule I, as it may be amended, supplemented or otherwise modified from time 
to time by the Borrower with the written consent of the Lender.

     "Distribution Payments" is defined in Section 8.2.6.

     "Dollar" and the sign "$" mean lawful money of the United States.

     "Domestic Office" means the office of the Lender designated as such on its 
signature page hereto or designated in a Lender Assignment Notice or such other 
office of the Lender (or any successor or assign of the Lender) within the 
United States as may be designated from time to time by notice from the Lender, 
as the case may be, to each other Person party hereto.

     "EBITDA" means for any period, the sum, without duplication, of the 
following:

          (a)     Consolidated Net Income for such period, plus

          (b)     Interest Expense for such period, plus

          (c)     all depreciation and amortization of assets (including 
     goodwill and other intangible assets) of the Borrower and its consolidated 
     Subsidiaries deducted in determining Consolidated Net Income for such 
     period, plus (minus)

          (d)     all federal, state, local and foreign income taxes of the 
     Borrower and its consolidated Subsidiaries deducted (or credits added) in 
     determining Consolidated Net Income for such period, plus (minus)

          (e)     other non-cash items deducted or added in determining 
     Consolidated Net Income for such period.

     "Effective Date" means the date this Agreement becomes effective pursuant 
to Section 10.8.

     "Engineering Report" means one or more reports, in form and substance 
satisfactory to the Lender, prepared at the sole cost and expense of the 
Borrower by a petroleum engineer acceptable to the Lender in its reasonable 
business judgment, which shall evaluate the Proven Reserves and probable 
reserves attributable to the Hydrocarbon Interests owned directly by the 
Borrower and/or its Subsidiaries and constituting part of the Mortgaged 
Properties, as of the immediately preceding January 1 or July 1.  Each 
Engineering Report shall set forth volumes, projections of the future rate of 
production, Hydrocarbons prices, escalation rates, discount rate assumptions, 
and net proceeds of production, present value of the net proceeds of production,
estimated costs of Remedial Action, operating expenses and capital expenditures,
in each case based upon updated economic assumptions reasonably acceptable to 
the Lender.

     "Environmental Laws" means all Applicable Laws relating to public health 
and safety through protection of the environment.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as 
amended, and any successor statute of similar import, together with the 
regulations thereunder, in each case as in effect from time to time.  References
to sections of ERISA also refer to any successor sections.

     "Event of Default" is defined in Section 9.1.

     "Existing Creditors" means EnCap Equity 1994 Limited Partnership, Energy 
Capital Investment Company PLC, BEC and TJG.

     "Facility" means the Tranche A Facility or the Tranche B Facility, or 
either of them, as the case may be, providing for the Commitment and the Loans.

     "Federal Funds Rate" means, for any period, a fluctuating interest rate 
per annum equal for each day during such period to

          (a)     the weighted average of the rates on overnight federal funds 
     transactions with members of the Federal Reserve System arranged by 
     federal funds brokers, as published by the Federal Reserve Bank of New 
     York for such day (or, if such day is not a Business Day, for the next 
     preceding Business Day) by the Federal Reserve Bank of New York; or 

          (b)     if such rate is not so published for any day which is a 
     Business Day, the average of the quotations for such day on such 
     transactions received by the Lender from three federal funds brokers of 
     recognized standing selected by it.

Upon written request from the Borrower, the Lender shall advise the 
Borrower as to the details of the method of calculation of Federal Funds 
Rate then utilized by the Lender.

     "Fiscal Quarter" means any quarter ending on the last day of March, June, 
September and December of a Fiscal Year.

     "Fiscal Year" means any period of twelve consecutive calendar months 
ending on December 31; references to a Fiscal Year with a number corresponding 
to any calendar year (e.g., "Fiscal Year 1998") refer to the Fiscal Year ending 
on the December 31 occurring during such calendar year.

     "F.R.S. Board" means the Board of Governors of the Federal Reserve System 
or any successor thereto.

     "Future California" means Future CAL-TEX Corporation, a Texas corporation, 
the Subsidiary of the Borrower that owns interests in the South Coles Levee Unit
property, in Kern County, California.

     "Future Nevada" means Future Energy Corporation, a Nevada corporation, the 
sole limited partner of each of the Partnership Subsidiaries and any successor 
limited partner or limited partners of any of the Partnership Subsidiaries.

     "Future Texas" means Future Petroleum Corporation, a Texas corporation, 
the sole general partner of each of the Partnership Subsidiaries and any 
successor general partner or general partners of any of the Partnership 
Subsidiaries.

     "GAAP" is defined in Section 1.4.

     "Government Agency" means any federal, state, regional, tribal or local 
government or governmental department or other entity charged with the 
administration, interpretation or enforcement of any Applicable Law.

     "Guaranties" means the guaranties of the Obligations, executed and 
delivered pursuant to Section 6.1.3 and Section 6.2.7, substantially in the form
of Exhibit D, given by each of the Borrower's Subsidiaries.

     "Hazardous Material" means

          (a)     any "hazardous substance", as defined by CERCLA;

          (b)     any "hazardous waste", as defined by the Resource 
     Conservation and Recovery Act, as amended;

          (c)     any petroleum, crude oil or fraction thereof; 

          (d)     any hazardous, dangerous or toxic chemical, material, waste 
     or substance within the meaning of any Environmental Law;

          (e)     any radioactive material, including any naturally occurring 
     radioactive material, and any source, special or by-product material as 
     defined in 42 U.S.C.   2011 et seq., and any amendments or 
     reauthorizations thereof;

          (f)     asbestos-containing materials in any form or condition; or

          (g)     polychlorinated biphenyls in any form or condition.

     "Hedging Agreements" means:

          (a)     interest rate swap agreements, basis swap agreements, 
     interest rate cap agreements, forward rate agreements, interest rate floor 
     agreements and interest rate collar agreements, and all other agreements 
     or arrangements designed to protect such Person against fluctuations in 
     interest rates or currency exchange rates, and

          (b)  forward contracts, options, futures contracts, futures options, 
     commodity swaps, commodity options, commodity collars, commodity caps, 
     commodity floors and all other agreements or arrangements designed to 
     protect such Person against fluctuations in the price of commodities.

     "Hedging Obligations" means, with respect to any Person, all liabilities 
(including but not limited to obligations and liabilities arising in connection 
with or as a result of early or premature termination of a Hedging Agreement, 
whether or not occurring as a result of a default thereunder) of such Person 
under a Hedging Agreement.

     "Highest Lawful Rate" is defined in Section 3.2.4.

     "Hydrocarbon Interests" means all rights, titles and interests in and to 
oil and gas leases; oil, gas and mineral leases; other Hydrocarbon leases; 
mineral interests; mineral servitudes; overriding royalty interests; royalty 
interests; net profits interests; production payment interests; and other 
similar interests.

     "Hydrocarbons" means, collectively, oil, gas, casinghead gas, drip 
gasoline, natural gasoline, condensate, distillate and all other liquid or 
gaseous hydrocarbons and related minerals and all products therefrom, in each 
case whether in a natural or a processed state.

     "Impermissible Qualification" means, relative to the opinion or 
certification of any independent public accountant as to any financial statement
of the Borrower, any qualification or exception to such opinion or certification

          (a)     which is of a "going concern" or similar nature;

          (b)     which relates to the limited scope of examination of matters 
     relevant to such financial statement;

          (c)     which relates to the treatment or classification of any item 
     in such financial statement and which, as a condition to its removal, 
     would require an adjustment to such item the effect of which would be to 
     cause the Borrower to be in default of any of its obligations under 
     Section 8.2.4; or

          (d)     which relates to possible errors generated by financial 
     reporting and related systems due to the Year 2000 Problem.

     "including" means including without limiting the generality of any 
description preceding such term, and, for purposes of this Agreement and each 
other Loan Document, the parties hereto agree that the rule of ejusdem generis 
shall not be applicable to limit a general statement, which is followed by or 
referable to an enumeration of specific matters, to matters similar to the 
matters specifically mentioned.

     "Indebtedness" of any Person means, without duplication:

          (a)     all obligations of such Person for borrowed money and all 
     obligations of such Person evidenced by bonds, debentures, notes or other 
     similar instruments;

          (b)     all obligations, contingent or otherwise, relative to the 
     face amount of all letters of credit, whether or not drawn, and banker's 
     acceptances issued for the account of such Person; 

          (c)     all other items which, in accordance with GAAP, would be 
     included as liabilities on the liability side of the balance sheet of such 
     Person as of the date at which Indebtedness is to be determined;

          (d)     net liabilities of such Person under all Hedging 
     Obligations;

          (e)     all net monetary obligations of such Persons with respect to 
     Production Payments;

          (f)     all Capitalized Lease Liabilities;

          (g)     whether or not so included as liabilities in accordance with 
     GAAP, all obligations of such Person to pay the deferred purchase price of 
     property or services, and indebtedness (excluding prepaid interest 
     thereon) secured by a Lien on property owned or being purchased by such 
     Person (including indebtedness arising under conditional sales or other 
     title retention agreements), whether or not such indebtedness shall have 
     been assumed by such Person or is limited in recourse; and

          (h)     all Contingent Liabilities of such Person.

For all purposes of this Agreement, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture in which such Person is a 
general partner or a joint venturer, unless the Lender expressly permits 
exclusion based on non-recourse provisions acceptable to the Lender set forth in
the agreements regarding such Indebtedness.

     "Indemnified Liabilities" is defined in Section 10.4.

     "Indemnified Parties" is defined in Section 10.4.

     "Interest Coverage Ratio" means, for any four consecutive Fiscal Quarters, 
the ratio of (a) EBITDA for such Fiscal Quarters to (b) Interest Expense for 
such Fiscal Quarters.

     "Interest Expense" means, for any period, the consolidated interest 
expense of the Borrower and its consolidated Subsidiaries for such period 
(including all imputed interest under Hedging Agreements, but excluding all fees
paid under Section 3.3), as determined in accordance with GAAP, including the 
interest expense associated with any Capitalized Lease Liabilities of the 
Borrower and its consolidated Subsidiaries.

     "Interest Period" means, relative to any LIBO Rate Loan, the period 
beginning on (and including) the date on which such LIBO Rate Loan is made or 
continued as, or converted into, a LIBO Rate Loan pursuant to Section 2.3 or 2.4
and ending on (but excluding) the day which numerically corresponds to such date
one, three or six months thereafter (or, if such month has no numerically 
corresponding day, on the last Business Day of such month), in each case as the 
Borrower may select in its relevant notice pursuant to Section 2.3 or 2.4; 
provided, however, that

          (a)     no more than four (4) different Interest Periods may be in 
     effect at any time;

          (b)     Interest Periods commencing on the same date for Loans 
     comprising part of the same Borrowing shall be of the same duration;

          (c)     if such Interest Period would otherwise end on a day which 
     is not a Business Day, such Interest Period shall end on the next 
     following Business Day (unless, if such Interest Period applies to LIBO 
     Rate Loans, such next following Business Day is the first Business Day of 
     another calendar month, in which case such Interest Period shall end on 
     the Business Day next preceding such numerically corresponding day);
     
          (d)     no Interest Period may end later than the Stated Maturity 
     Date; and

          (e)     the Borrower shall select each Interest Period for a 
     particular LIBO Rate Loan so as not to require (as reasonably foreseeable 
     as possible) a prepayment of such LIBO Rate Loan during such Interest 
     Period.

     "Investment" means, relative to any Person,

          (a)     any loan or advance made by such Person to any other Person 
     (excluding commission, travel and similar advances to officers and 
     employees made in the ordinary course of business and excluding prepaid 
     expenses incurred in the ordinary course of business);
     
          (b)     any Contingent Liability of such Person; and

          (c)     any ownership or similar interest held by such Person in any 
     other Person; provided, however, that (i) Hedging Obligations and (ii) 
     Production Payments where the Borrower or its Subsidiary is the grantor or 
     transferror thereof shall not be considered Investments.

The amount of any Investment shall be the original principal or capital amount 
thereof less all returns of principal or equity thereon (and without adjustment 
by reason of the financial condition of such other Person) and shall, if made by
the transfer or exchange of property other than cash, be deemed to have been 
made in an original principal or capital amount equal to the fair market value 
of such property.

     "Issuance Request" means a request for the issuance of a Letter of Credit 
and certificate duly executed by the chief executive, accounting or financial 
Authorized Officer of the Borrower, in substantially the form of Exhibit K 
attached hereto (with such changes thereto as may be agreed upon from time to 
time by the Issuer and the Borrower).

     "Issuer" means the Lender or its designee, in its capacity as an issuer of 
the Letters of Credit.

     "Lender Assignment Notice" means a Lender Assignment Notice substantially 
in the form of Exhibit G hereto.

     "Lender" is defined in the preamble.

     "Letter of Credit" is defined in Section 4.1.

     "Letter of Credit Availability" means, at any time, the lesser of 

          (a)     the excess of
 
               (i)     $1,000,000 over 

               (ii)     the then Letter of Credit Outstandings, 

or

          (b)     the Tranche A Commitment Amount at such time less the sum of 

               (i) any Tranche A Loans outstanding at such time and (ii) any 
          Letter of Credit Outstandings at such time.

     "Letter of Credit Outstandings" means, at any time, an amount equal to the 
sum of

          (a)     the aggregate Stated Amount at such time of all Letters of 
     Credit then outstanding and undrawn (as such aggregate Stated Amount shall 
     be adjusted, from time to time, as a result of drawings, the issuance of 
     Letters of Credit, or otherwise),

plus

          (b)     the then aggregate amount of all unpaid and outstanding 
     Reimbursement Obligations.

     "LIBO Rate" means, with respect to each Interest Period for a LIBO Rate 
Loan, the rate of interest equal to the average (rounded upward, if necessary, 
to the nearest 1/16th of 1%) of the rates per annum at which Dollar deposits in 
immediately available funds are offered to the Lender's LIBOR Office in the 
London interbank market as at or about 11:00 a.m. London time two (2) Business 
Days prior to the beginning of such Interest Period for Dollar deposits of 
amounts comparable to the outstanding principal amount of the LIBO Rate Loan for
which an interest rate is then being determined with maturities comparable to 
the Interest Period to be applicable to such LIBO Rate Loan.

     "LIBO Rate Loan" means a Loan bearing interest, at all times during an 
Interest Period applicable to such Loan, at a fixed rate of interest determined 
by reference to the LIBO Rate.

     "LIBO Rate (Reserve Adjusted)" means, relative to any Loan to be made, 
continued or maintained as, or converted into, a LIBO Rate Loan for any Interest
Period, a rate per annum (rounded upwards, if necessary, to the nearest 1/16 of 
1%) determined pursuant to the following formula:

LIBO Rate               =               LIBO Rate            
(Reserve Adjusted)               1.00 - LIBOR Reserve Percentage

     The LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO Rate 
Loans will be determined by the Lender on the basis of the LIBOR Reserve 
Percentage in effect on, and the applicable rates furnished to and received by 
the Lender, two Business Days before the first day of such Interest Period.

     "LIBOR Office" means the office of the Lender designated as such on the 
signature page hereto or designated in a Lender Assignment Notice or such other 
office of the Lender (or any successor or assign of the Lender) as designated 
from time to time by notice from the Lender to the Borrower, whether or not 
outside the United States, which shall be making or maintaining LIBO Rate Loans 
of the Lender hereunder.

     "LIBOR Reserve Percentage" means, relative to any Interest Period for LIBO 
Rate Loans, the reserve percentage (expressed as a decimal) equal to the maximum
applicable aggregate reserve requirements (including all basic, emergency, 
supplemental, marginal and other reserves and taking into account any 
transitional adjustments or other scheduled changes in reserve requirements) 
specified under regulations issued from time to time by the F.R.S. Board and 
then applicable to assets or liabilities consisting of and including 
"Eurocurrency Liabilities", as currently defined in Regulation D of the F.R.S. 
Board, having a term approximately equal or comparable to such Interest Period.

     "Lien" means any security interest, mortgage, deed of trust, pledge, 
hypothecation, assignment, charge or deposit arrangement, encumbrance, lien 
(statutory or otherwise), charge against or interest in Property to secure 
(i) the payment of a debt or (ii) the performance of an obligation or other 
priority or preferential arrangement of any kind or nature whatsoever in respect
of any Property (including those created by, arising under or evidenced by any 
conditional sale or other title retention agreement, the interest of a lessor 
under a capital lease, any financing lease having substantially the same 
economic effect as any of the foregoing, or the filing of any financing 
statement naming the owner of the asset to which such lien relates as debtor, 
under the Uniform Commercial Code or any comparable law) and any contingent or 
other agreement to provide any of the foregoing.

     "Loans" means the loans provided for by Section 2.1 and shall include 
Tranche A Loans and Tranche B Loans. 

     "Loan Documents" means this Agreement, the Notes, the Security Documents, 
all Letters of Credit, all Hedging Agreements and all other agreements relating 
to this Agreement entered into from time to time between the Borrower (or any or
all of its Subsidiaries or Affiliates) and the Lender (or any Affiliate of the 
Lender), and any document delivered by the Borrower or any of its Subsidiaries 
in connection with any of the foregoing.

     "MMBtu" means one million British Thermal Units.

     "Material Adverse Effect" means (a) a material adverse change in, or a 
material adverse effect upon, the operations, business, properties, condition 
(financial or otherwise) or prospects of the Borrower and its Subsidiaries or 
any other Obligor; or (b) a material adverse effect upon (i) the legality, 
validity, binding effect or enforceability against the Borrower, its 
Subsidiaries or any other Obligor of any Loan Document, or (ii) the perfection 
or priority of any Lien granted under any of the Loan Documents.

     "Material Contract" means each Acquisition Agreement, Hydrocarbon purchase 
and sale agreement, or similar contract relating to any Hydrocarbon Interests 
included in the Mortgaged Properties or other agreement, in each case as 
designated as such by the Lender.

     "Material Subsidiary" means at any particular time, (i) any Subsidiary of 
the Borrower that has assets included in the Borrowing Base or the Collateral 
Value; or  (ii) any Subsidiary of the Borrower that, together with its 
Subsidiaries, (a) accounted for more than 5% of the consolidated revenues of the
Borrower and its Subsidiaries for the most recently completed Fiscal Quarter, or
(b) was the owner of more than 5% of the consolidated assets of the Borrower and
its Subsidiaries at the end of such Fiscal Quarter, all as shown in the case of 
(a) and (b) on the consolidated financial statements of the Borrower and its 
Subsidiaries for such Fiscal Quarter.

     "Mortgage Consents" means all consents required under existing oil and gas 
leases or other agreements and Approvals by Governmental Agencies to the 
granting of a Mortgage to the Lender, and as reasonably determined by the Lender
with respect to Acquired Properties that become Mortgaged Properties after the 
Effective Date.

     "Mortgages" means the Mortgage, Deed of Trust, Assignment, Security 
Agreement and Financing Statements and Fixture Filing executed and delivered 
pursuant to Section 6.1.7 and Section 6.2.2, substantially in the form of 
Exhibit E hereto, as amended, supplemented, restated or otherwise modified from 
time to time.

     "Mortgaged Properties" means the Hydrocarbon Interests, Properties and 
interests described in and secured by the Mortgages, as such Properties and 
interests are from time to time constituted, all as further provided in Section 
6.1.7 and Section 6.2.2.

     "Non-Redeemable Stock" means stock issued by the Borrower or any of its 
Subsidiaries, provided that such stock is not considered debt for GAAP, tax law 
or any other purpose and provided further that neither the Borrower nor any of 
its Subsidiaries has any obligation to redeem or purchase or pay dividends on 
such stock or to exchange such stock for, or convert such stock to, any other 
security, whether such obligation arises pursuant to the terms of such stock or 
any other agreement relating thereto or otherwise and whether or not such 
obligation exists in all circumstances or only upon the occurrence of a 
particular event or condition or upon the passage of time or otherwise.

     "Notes" means the secured promissory note or notes of the Borrower payable 
to the order of the Lender, in the form of Exhibit A hereto (as such promissory 
notes may be amended, endorsed or otherwise modified from time to time), 
evidencing the aggregate Indebtedness of the Borrower to the Lender resulting 
from outstanding Loans, and also means all other promissory notes accepted from 
time to time in substitution therefor or renewal thereof.

     "Obligations" means all obligations (monetary or otherwise) of the 
Borrower and/or any other Obligor arising under or in connection with this 
Agreement, the Notes and each other Loan Document, including without limitation,
all Hedging Obligations arising under Hedging Agreements between the Borrower 
(or any Affiliate of the Borrower) and the Lender (or any Affiliate of the 
Lender).

     "Obligor" means the Borrower, any of its Subsidiaries or any other Person 
(other than the Lender or any Affiliate of the Lender) obligated under, or 
otherwise a party to, any Loan Document.

     "Oil and Gas Properties" means Hydrocarbon Interests; the Properties now 
or hereafter pooled or unitized with Hydrocarbon Interests; all presently 
existing or future unitization, pooling agreements and declarations of pooled 
units and the units created thereby (including without limitation all units 
created under orders, regulations and rules of any Government Agency having 
jurisdiction) which may affect all or any portion of the Hydrocarbon Interests; 
all operating agreements, joint venture agreements, contracts and other 
agreements which relate to any of the Hydrocarbon Interests or the production, 
sale, purchase, exchange or processing of Hydrocarbons from or attributable to 
such Hydrocarbon Interests; all Hydrocarbons in and under and which may be 
produced and saved or attributable to the Hydrocarbon Interests, the lands 
covered thereby and all oil in tanks and all rents, issues, profits, proceeds, 
products, revenues and other incomes from or attributable to the Hydrocarbon 
Interests; all tenements, profits   prendre, hereditaments, appurtenances and 
Properties in anywise appertaining, belonging, affixed or incidental to the 
Hydrocarbon Interests, Properties, rights, titles, interests and estates 
described or referred to above, including any and all Property, real or 
personal, now owned or hereinafter acquired and situated upon, used, held for 
use or useful in connection with the operating, working or development of any of
such Hydrocarbon Interests or Property (excluding drilling rigs, automotive 
equipment or other personal property which may be on such premises for the 
purpose of drilling a well or for other similar temporary uses) and including 
any and all oil wells, gas wells, water wells, injection wells or other wells, 
buildings, structures, fuel separators, liquid extraction plants, plant 
compressors, pumps, pumping units, field gathering systems, tanks and tank 
batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, 
meters, apparatus, equipment, appliances, tools, implements, cables, wires, 
towers, casing, tubing and  rods, surface leases, rights-of-way, easements and 
servitudes together with all additions, substitutions, replacements, accessions 
and attachments to any and all of the foregoing.

     "Organic Document" means, relative to any corporate Obligor, its 
certificate of incorporation, its by-laws and all shareholder agreements, voting
trusts and similar arrangements applicable to any of its authorized shares of 
capital stock, and, relative to any partnership Obligor, its partnership 
agreement.

     "Participant" is defined in Section 10.11.2.

     "Partners" means the general and limited partners of the Partnership 
Subsidiaries, being Future Texas as the general partner, and Future Nevada as 
the limited partner, and any successor general partner or limited partner of any
Partnership Subsidiary.

     "Partnership Subsidiary" means any direct or indirect Subsidiary of the 
Borrower that is a limited partnership, including 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.

     "PBGC" means the Pension Benefit Guaranty Corporation and any entity 
succeeding to any or all of its functions under ERISA. 

     "Pension Plan" means a "pension plan", as such term is defined in section 
3(2) of ERISA, which is subject to Title IV of ERISA (other than a multiemployer
plan as defined in section 4001(a)(3) of ERISA), and to which the Borrower or 
any corporation, trade or business that is, along with the Borrower, a member of
a Controlled Group, may have liability, including any liability by reason of 
having been a substantial employer within the meaning of section 4063 of ERISA 
at any time during the preceding five years, or by reason of being deemed to be 
a contributing sponsor under section 4069 of ERISA.

     "Percentage" means, relative to the Lender, 100%, as such percentage may 
be adjusted from time to time pursuant to Lender Assignment Notice(s) executed 
by the Lender and its Assignee Lender(s) and delivered pursuant to Section 
10.11.

     "Person" means any natural person, corporation, partnership, joint 
venture, limited liability company, firm, association, trust, Government Agency 
or any other entity, whether acting in an individual, fiduciary or other 
capacity.

     "Plan" means any Pension Plan or Welfare Plan.

     "Pledge Agreement" means a Pledge Agreement of each of the Principal 
Shareholders and the Borrower executed and delivered pursuant to Section 6.1.4 
and Section 6.2.8, substantially in the form of Exhibit F-1 hereto, and a Pledge
Agreement of each of the Partners executed and delivered pursuant to Section 
6.1.4 and Section 6.2.8, substantially in the form of Exhibit F-2 hereto, in 
each case as amended, supplemented, restated or otherwise modified from time to 
time.

     "Principal Shareholders" means Bargo Energy Resources, Ltd., EnCap Equity 
1994 Limited Partnership, Energy Capital Investment Company PLC, and B. Carl 
Price, the controlling shareholders of the Borrower.

     "Proceeds Account" is defined in Section 3.4.

     "Production Payments" means a production payment (whether volumetric or 
dollar denominated) or similar royalty, overriding royalty, net profits interest
or other similar interest in Oil and Gas Properties, or the right to receive all
or a portion of the production or the proceeds from the sale of production 
attributable to such Oil and Gas Properties where the holder of such interest 
has recourse solely to such interest and the grantor or transferor thereof has 
an express contractual obligation to produce and sell Hydrocarbons from such Oil
and Gas Properties, or to cause such Oil and Gas Properties to be so operated 
and maintained, in each case in a reasonably prudent manner.

     "Property" means any interest in any kind of property or asset, whether 
real, personal or mixed, or tangible or intangible.

     "Proven Reserves" means collectively, "proved oil and gas reserves," 
"proved developed producing oil and gas reserves," "proved developed non-
producing oil and gas reserves" (consisting of proved developed shut-in oil and 
gas reserves and proved developed behind pipe oil and gas reserves), and "proved
undeveloped oil and gas reserves," as such terms are defined by the U.S. 
Securities and Exchange Commission in its standards and guidelines.

     "Quarterly Payment Date" means, commencing September, 1998, the last 
Business Day of each March, June, September and December.

     "Raccoon Bend Property" means those Oil and Gas Properties described on 
Schedule IV, Part C.

     "Reimbursement Obligation" is defined in Section 4.5.

     "Release" means a "release," as such term is defined in CERCLA.

     "Remedial Action" means any action under Environmental Laws required to 
(a) clean up, remove, treat, dispose of, abate, or in any other way address 
pollutants (including Hazardous Materials) in the environment, (b) prevent the 
Release or threat of a Release or minimize the further Release of pollutants, or
(c) investigate and determine if a remedial response is needed and to design 
such a response and any post-remedial investigation, monitoring, operation, and 
maintenance and care.

     "Resource Conservation and Recovery Act" means the Resource Conservation 
and Recovery Act, 42 U.S.C. Section 6901, et seq., as in effect from time to 
time.

     "Restricted Payment Tests" means compliance with each of the following 
restrictions (both before and immediately after giving effect to the applicable 
Distribution Payment):

          (a)     Tangible Net Worth shall not be less than the sum of 
     (i) $25,000,000 plus (ii) fifty percent (50%) of Consolidated Net Income 
     of the Borrower and its consolidated Subsidiaries (excluding the effects 
     of consolidated net losses), for all Fiscal Quarters beginning after the 
     Effective Date and treated as a single accounting period, plus (iii) one-
     hundred percent (100%) of the net proceeds received by the Borrower or its 
     Subsidiaries from the sale of any Non-Redeemable Stock by the Borrower or 
     any of its Subsidiaries at any time after the Effective Date;

          (b)     the Current Ratio shall be not less than 1.1:1.0;
     
          (c)     the Debt to Capitalization Ratio shall not be greater than 
     65;

          (d)     the Interest Coverage Ratio shall be not less than 3.0:1.0;
     
          (e)     all Tranche B Loans shall have been paid in full and the 
     Tranche B Commitment shall have been terminated;

          (f)     there shall exist no Collateral Value Deficiency;

          (g)     there shall exist no Borrowing Base Deficiency; and

          (h)     no Default shall have occurred and be continuing.

     "Security Agreement" means a security agreement and any similar instrument 
or agreement executed and delivered pursuant to Section 6.1.5 or Section 6.2.6, 
substantially in the form of Exhibit B as amended, supplemented, restated or 
otherwise modified from time to time.

     "Security Documents" means, collectively, (a) the Guaranties, (b) the 
Pledge Agreements, (c) the Mortgages, (d) the Security Agreements, (e) the 
Consents and (f) the Mortgage Consents, together with any exhibits, schedules 
and other attachments to such documents and any financing statements related 
thereto, as such documents, exhibits, schedules, attachments or financing 
statements may be, from time to time, amended, supplemented, restated or 
otherwise modified.

     "Stated Amount" of each Letter of Credit means the face amount or the 
"Stated Amount" of such Letter of Credit (as defined therein).

     "Stated Expiry Date" is defined in Section 4.1.

     "Stated Maturity Date means

          (a)     as to any Tranche A Loan, the date that is four (4) years 
     after the Tranche A Availability Termination Date; and
     
          (b)     as to any Tranche B Loan, the date that is six (6) months 
     after the Effective Date.

     "Subsidiary" means, with respect to any Person, (a) any corporation of 
which more than 50% of the outstanding capital stock having ordinary voting 
power to elect a majority of the board of directors of such corporation 
(irrespective of whether at the time capital stock of any other class or classes
of such corporation shall or might have voting power upon the occurrence of any 
contingency) is at the time directly or indirectly owned by such Person, (b) any
partnership, limited liability company, joint venture, association or other 
business entity in which more than 50% of the equity interest or voting power is
at the time directly or indirectly owned by such Person, by such Person and one 
or more other Subsidiaries of such Person, or by one or more other Subsidiaries 
of such Person or (c) any partnership in which such Person is a general partner;
provided that associations, joint ventures or other relationships (a) which are 
established pursuant to a standard form AAPL Form 610 operating agreement or 
similar agreement and which are partnerships for purposes of income taxation 
only, (b) which are not corporations, limited liability companies, trusts or 
partnerships (or subject to the Uniform Partnership Act) under applicable state 
law, and (c) whose businesses are limited to the exploration, development and 
operation of oil, gas or mineral properties and interests owned directly by the 
parties in such associations, joint ventures or relationships, shall not be 
deemed to be "Subsidiaries" of such Person.

     "Surety Instruments" means all letters of credit (including standby and 
commercial), banker's acceptances, bank guaranties, shipside bonds, surety bonds
and similar instruments.

     "Tangible Net Worth" means the consolidated net worth of the Borrower and 
its consolidated Subsidiaries after subtracting therefrom the aggregate amount 
of any intangible assets of the Borrower and its consolidated Subsidiaries, 
including goodwill, franchises, licenses, patents, trademarks, trade names, 
copyrights, service marks and brand names.

     "Taxes" is defined in Section 5.6.

     "Term Loan" means the aggregate amount of all Tranche A Loans that have 
been converted from revolving loans to a term loan pursuant to the provisions of
Section 2.1.1.

     "TJG" means TJG Investments, Inc., a Texas corporation.

     "Tranche A Availability Termination Date" means December 4, 1999.

     "Tranche A Commitment" means the Lender's commitment pursuant to 
Section 2.1.1 to make Tranche A Loans to the Borrower in accordance with the 
terms and provisions of this Agreement.

     "Tranche A Commitment Amount" means $38,000,000 as reduced from time to 
time pursuant to the provisions of Section 2.2.

     "Tranche A Facility" means the Facility providing for the Tranche A 
Commitment and the Tranche A Loans.

     "Tranche A Loan" means the loans made by the Lender to the Borrower 
pursuant to its Tranche A Commitment in accordance with Sections 2.1.1 and 2.3, 
and includes such Loans during all times before and after they have been 
converted into a Term Loan pursuant to Section 2.1.1(b).

     "Tranche B Availability Termination Date" means March 4, 1999.

     "Tranche B Commitment" means the Lender's commitment pursuant to 
Section 2.1.2 to make Tranche B Loans to the Borrower in accordance with the 
terms and provisions of this Agreement.

     "Tranche B Commitment Amount" means $12,000,000 as reduced from time to 
time pursuant to the provisions of Section 2.2.

     "Tranche B Facility" means the Facility providing for the Tranche B 
Commitment and the Tranche B Loans.

     "Tranche B Loan" means each loan made by the Lender to the Borrower from 
time to time pursuant to its Tranche B Commitment in accordance with 
Sections 2.1.2 and 2.3.

     "type" means, relative to any Loan, the portion thereof, if any, being 
maintained as a Base Rate Loan or a LIBO Rate Loan.

     "United States" or "U.S." means the United States of America, its fifty 
States and the District of Columbia.

     "Welfare Plan" means a "welfare plan", as such term is defined in section 
3(1) of ERISA.

     "Year 2000 Compliant" is defined in Section 7.19.

     "Year 2000 Problem" is defined in Section 7.19.

     SECTION I.2.  Use of Defined Terms.  Unless otherwise defined or the 
context otherwise requires, terms for which meanings are provided in this 
Agreement shall have such meanings when used in the Disclosure Schedule and in 
each Note, Borrowing Request, Continuation/Conversion Notice, notice and other 
communication or other Loan Document delivered from time to time in connection 
with this Agreement or any other Loan Document.

     SECTION I.3.  Cross-References.  Unless otherwise specified, references in 
this Agreement and in each other Loan Document to any Article or Section are 
references to such Article or Section in this Agreement or other Loan Document, 
as applicable.

          (a)     The meanings of defined terms are equally applicable to the 
     singular and plural forms of the defined terms.

          (b)     The words "hereof," "herein," "hereunder" and similar words 
     refer to this Agreement as a whole and not to any particular provision of 
     this Agreement; and subsection, Section, Schedule and Exhibit references 
     are to this Agreement or such other Loan Document, as the case may be, 
     and, unless otherwise specified, references in any Article, Section or 
     definition to any clause are references to such clause of such Article, 
     Section or definition.

          (c)     (i)     The term "documents" includes any and all 
     instruments, documents, agreements, certificates, indentures, 
     notices and other writings, however evidenced.     (ii) In the      
computation of periods of time from a specified date to a later specified      
date, the word "from" means "from and including"; the words "to" and      
"until" each mean "to but excluding," and the word "through" means "to and      
including."  (iii) The term "property" includes any kind of property or 
     asset, real, personal or mixed, tangible or intangible.
     
          (d)     Unless otherwise expressly provided herein, (i) references 
     to agreements (including this Agreement) and other contractual instruments 
     shall be deemed to include all subsequent amendments and other 
     modifications thereto, but only to the extent such amendments and other 
     modifications are not prohibited by the terms of any Loan Document, and 
     (ii) references to any statute or regulation are to be construed as 
     including all statutory and regulatory provisions consolidating, amending, 
     replacing, supplementing or interpreting the statute or regulation.

          (e)      This Agreement and other Loan Documents may use several 
     different limitations, tests or measurements to regulate the same or 
     similar matters.  All such limitations, tests and measurements are 
     cumulative and shall each be performed in accordance with their terms.  
     Unless otherwise expressly provided, any reference to any action of the 
     Lender by way of consent, approval or waiver shall be deemed modified by 
     the phrase "in its sole discretion."

          (f)     This Agreement and the other Loan Documents are the result 
     of negotiations among and have been reviewed by counsel to the Lender, the 
     Borrower and the other parties, and are the products of all parties.  
     Accordingly, they shall not be construed against the Lender merely because 
     of the Lender's involvement in their preparation.

     SECTION I.4.  Accounting and Financial Determinations.  Unless otherwise 
specified, all accounting terms used herein or in any other Loan Document shall 
be interpreted, all accounting determinations and computations hereunder or 
thereunder (including under Section 8.2.4) shall be made, and all financial 
statements required to be delivered hereunder or thereunder shall be prepared in
accordance with, those generally accepted accounting principles ("GAAP") applied
in the preparation of the financial statements referred to in Section 7.7.

                         ARTICLE II

               COMMITMENTS, BORROWING PROCEDURES AND NOTES

     SECTION II.1.  Commitments.  

     (a)     On the terms and subject to the conditions of this Agreement 
(including Article V), the Lender agrees to make loans ("Loans") to the Borrower
equal to the aggregate amount of the Borrowing of Loans requested by the 
Borrower to be made pursuant to the Commitments on such day described in this 
Section 2.1. 
 
     (b)     At all times prior to the Commitment Termination Date applicable 
to Tranche B Loans, each such requested Loan shall be made as a Tranche A Loan 
to the extent of availability under the Borrowing Base (the aggregate of all 
Tranche A Loans and Letter of Credit Outstandings in no event to exceed, 
however, the Tranche A Commitment Amount) and the remaining balance, if any, of 
each such requested Loan shall be made as a Tranche B Loan to the extent of 
availability under the Collateral Value (the aggregate of all Tranche B Loans in
no event to exceed, however, the Tranche B Commitment Amount).

     SECTION II.1.1.  Tranche A Commitment. 

     (a)      From time to time on any Business Day during the period from and 
after the Effective Date to the earlier to occur of (x) Tranche A Availability 
Termination Date and (y) any Commitment Termination Date relating to all 
Commitments or to the Tranche A Commitment, the Lender will make Tranche A Loans
to the Borrower equal to the amount of the Tranche A Loan requested by the 
Borrower to be made on such day in the applicable Borrowing Request therefor. 
On the terms and subject to the conditions of this Agreement, the Borrower may 
from time to time borrow, prepay and reborrow Tranche A Loans.  The Borrower 
acknowledges that on December 4, 1998, the aggregate outstanding amount of all 
loans under the Existing Agreement is $24,200,000 and that, as of the Effective 
Date, all such loans shall be converted into a Tranche A Loan.

     (b)     On  the terms and subject to the conditions of this Agreement, the 
Lender agrees to convert the aggregate unpaid principal amount of all Tranche A 
Loans outstanding at the opening of business on the Tranche A Availability 
Termination Date  to a Term Loan, provided that (i) no Event of Default has 
occurred and is continuing at that time and (ii) the Borrower has provided a 
certificate to the Lender to that effect.  Once repaid or prepaid, such Term 
Loan may not be reborrowed.

     SECTION II.1.2.  Tranche B Commitment.  From time to time on any Business 
Day during the period from and after the Effective Date to the earlier to occur 
of (x) Tranche B Availability Termination Date, and (y) any Commitment 
Termination Date relating to all Commitments or to the Tranche B Commitment, the
Lender will make Tranche B Loans to the Borrower equal to the aggregate amount 
of the Tranche B Loan requested by the Borrower to be made on such day in the 
applicable Borrowing Request therefor.  On the terms and subject to the 
conditions of this Agreement, the Borrower may from time to time borrow and 
prepay or repay Tranche B Loans, but may not reborrow any amounts paid or 
prepaid.

     SECTION II.1.3.  Letters of Credit.  From time to time on any Business 
Day, the Issuer will issue the Letters of Credit in accordance with Article IV.

     SECTION II.1.4.  Lender Not Required To Make Loans, etc. Under Certain 
Circumstances.  The Lender shall not be required to

     (a)     make any Loan if, after giving effect thereto

          (i)     the aggregate outstanding principal amount of all Tranche A 
     Loans would exceed the Tranche A Commitment Amount less the Letter of 
     Credit Outstandings, or

          (ii)     the aggregate outstanding principal amount of all Tranche 
     B Loans would exceed the Tranche B Commitment Amount, or

          (iii)     a Collateral Value Deficiency would exist; or
     
          (iv)     a Borrowing Base Deficiency would exist; or

          (v)     an Event of Default has occurred and is continuing; or

     (b)     cause an Issuer to issue any Letter of Credit if, after giving 
effect thereto

          (i)     all Letter of Credit Outstandings together with the 
     aggregate outstanding principal amount of all Tranche A Loans would exceed 
     the Tranche A Commitment Amount; or

          (ii)     a Collateral Value Deficiency would exist; or

          (iii)     a Borrowing Base Deficiency would exist; or
     
          (iv)     all Letter of Credit Outstandings would exceed $1,000,000; 
or

          (v)     an Event of Default has occurred and is continuing.

     SECTION II.2.  Reduction of Commitment Amounts.  Any Commitment Amount is 
subject to reduction from time to time pursuant to this Section 2.2.

     SECTION II.2.1.  Optional.  The Borrower may, from time to time on any 
Business Day, voluntarily reduce the Tranche A Commitment Amount, the Tranche B 
Commitment Amount or either of them; provided, however, that all such reductions
shall require at least three (3) Business Days' prior notice to the Lender and 
be permanent, and any partial reduction of either Commitment Amount shall be in 
a minimum amount of $100,000 and in an integral multiple of $50,000.

     SECTION II.2.2.  Mandatory.

          (a)     On the Tranche A Availability Termination Date, the unused 
     portion of the Tranche A Commitment shall, without any further action, 
     automatically and permanently be cancelled.

          (b)     On the Tranche B Availability Termination Date, the unused 
     portion of the Tranche B Commitment shall, without any further action, 
     automatically and permanently be cancelled.

          (c)     On any Commitment Termination Date, the Commitment Amount of 
     each Facility shall be reduced to zero.

     SECTION II.3.  Borrowing Procedure.  By delivering a Borrowing Request to 
the Lender on or before 10:00 a.m. (Chicago time) on a Business Day, the 
Borrower may from time to time irrevocably request, on (i) such Business Day, in
the case of Alternate Base Rate Loans or (ii) not less than three (3) nor more 
than five (5) Business Days' notice, in the case of LIBO Rate Loans, that a 
Borrowing be made in a minimum amount of $100,000 and an integral multiple of 
$50,000, or in the unused amount of the applicable Commitment.  On the terms and
subject to the conditions of this Agreement, each Borrowing shall be made on the
Business Day specified in such Borrowing Request.  The Lender shall make such 
funds available to the Borrower by wire transfer to the accounts the Borrower 
shall have specified in its Borrowing Request.

     SECTION II.4.  Continuation and Conversion Elections.  By delivering a 
Continuation/Conversion Notice to the Lender on or before 10:00 a.m. (Chicago 
time) on a Business Day, the Borrower may from time to time irrevocably elect, 
on (i) such Business Day, in the case of Alternate Base Rate Loans or (ii) not 
less than three (3) nor more than five (5) Business Days' notice, in the case of
LIBO Rate Loans, that all, or any portion in an aggregate minimum amount of 
$250,000 and an integral multiple of $50,000, of any Loans, in the case of Base 
Rate Loans, be converted into LIBO Rate Loans, or in the case of LIBO Rate 
Loans, be converted into a Base Rate Loan or continued as a LIBO Rate Loan (in 
the absence of delivery of a Continuation/Conversion Notice with respect to any 
LIBO Rate Loan at least three (3) Business Days before the last day of the then 
current Interest Period with respect thereto, such LIBO Rate Loan shall, on such
last day, automatically convert to a Base Rate Loan); provided, however, that no
portion of the outstanding principal amount of any LIBO Rate Loan may be 
continued as, and no portion of the outstanding principal amount of any Base 
Rate Loan may be converted into, LIBO Rate Loans when any Default has occurred 
and is continuing.

     SECTION II.5.  Loan Accounts and Notes.  

          (a)     The Loans made by the Lender shall be evidenced by one or 
     more loan accounts or records maintained by the Lender in the ordinary 
     course of business.  The loan accounts or records maintained by the Lender 
     shall be rebuttable presumptive evidence of the amount of the Loans made 
     by the Lender to the Borrower and the interest and payments thereon.  Any 
     failure so to record or any error in doing so shall not, however, limit or 
     otherwise affect the obligation of the Borrower hereunder to pay any 
     amount owing with respect to the Loans.

          (b)     The Loans made by the Lender shall also be evidenced by a 
     Note or Notes payable to the order of the Lender in a maximum principal 
     amount equal to the original, aggregate Commitment Amount.  The Borrower 
     hereby irrevocably authorizes the Lender to make (or cause to be made) 
     appropriate notations on the grid attached to the Notes (or on any 
     continuation of such grid) or in other books and records maintained by the 
     Lender, which notations, if made, shall evidence, inter alia, the date of, 
     the outstanding principal of, and the interest rate applicable to the 
     Loans evidenced thereby (the Borrower may from time to time reasonably 
     request a copy of such grid).  Such notations shall be rebuttable 
     presumptive evidence of the matters described therein; provided, however, 
     that the failure of the Lender to make any such notations shall not limit 
     or otherwise affect any Obligations of the Borrower or any other Obligor.
     
          (c)     The Borrower acknowledges that the Note delivered to the 
     Lender as of the Effective Date amends, restates and renews the promissory 
     notes given by the Borrower under the Existing Agreement.

     SECTION II.6.  Borrowing Base Redetermination and Collateral Value 
Redetermination.  

          (a)     Within thirty (30) days after receipt of the Engineering 
     Report required to be delivered semi-annually, commencing with the 
     Engineering Report required to be delivered sixty (60) days after January 
     1, 1999, the Lender shall notify the Borrower in writing of the Borrowing 
     Base determined by the Lender on the basis of such Engineering Report.  
     Borrower or Lender may request, and Lender will consider, one (1) 
     additional determination of the Borrowing Base at any time during each 
     calendar year following the Effective Date.  In addition, in connection 
     with the Acquisition of each of the Cody Properties, the Chevron South 
     Coles Levee Property and the Raccoon Bend Property, the Lender will 
     redetermine the Borrowing Base.  Each such determination is herein called 
     a "Borrowing Base Redetermination".  Contemporaneously with each Borrowing 
     Base Redetermination that shall occur at any time that any Tranche B Loan 
     is outstanding, the Lender shall notify the Borrower in writing of the 
     Collateral Value determined by the Lender on the basis of such Engineering 
     Report.  Each such determination is herein called a "Collateral Value 
     Redetermination".  Each Borrowing Base Redetermination (and, as 
     applicable, Collateral Value Redetermination) shall be effective as of 
     
          (i)     April 1st (with respect to Engineering Reports                
effective January 1st), 

          (ii)     October 1st (with respect to Engineering Reports       
effective July 1st), 

          (iii)     upon notice from the Lender (with respect to any requested 
     Borrowing Base Redetermination) or 

          (iv)     at the time of the applicable Acquisition (with respect to 
     those occurring in connection with the respective acquisitions  of the 
     Cody Properties, the Chevron South Coles Levee Property and the Raccoon 
     Bend Property)

when the Borrower is notified of the amount of the redetermined Borrowing 
Base (and, as applicable the amount of the redetermined Collateral Value) 
by the Lender.

          (b)     The Borrowing Base is also subject to adjustment as provided 
     for in Section 3.1.2.

          (c)     Within five (5) Business Days after receipt of a notice from 
     Lender of a Borrowing Base Redetermination, the Borrower shall by notice 
     to the Lender either accept such amount as the new Borrowing Base or 
     reduce the Borrowing Base from the amount proposed by the Lender to any 
     lesser amount.  Failure by the Borrower to take either such action within 
     such five (5) Business Day period shall be deemed acceptance of such 
     amount.  Upon any such acceptance or deemed acceptance by the Borrower, a 
     new Borrowing Base in the amount accepted or deemed accepted shall take 
     effect on such date as prescribed in Section 2.6(a) and shall remain in 
     effect, subject to the terms of this Agreement, until but not including 
     the next Borrowing Base Redetermination.  Upon any such reduction by the 
     Borrower, a new Borrowing Base in the reduced amount specified by the 
     Borrower shall take effect on such date as prescribed in Section 2.6(a) 
     and shall remain in effect, subject to the terms of this Agreement, until 
     but not including the next Borrowing Base Redetermination.

     SECTION II.7.  Purposes.  The Borrower shall apply the proceeds of each 
Loan only in the following manner:

          (a)     to refinance certain oil and gas producing properties owned 
     by the Borrower or one of the Borrower's Subsidiaries in the States of 
     Oklahoma, New Mexico, Louisiana, California and Texas;
     
          (b)     to finance the acquisition of the Cody Properties, in an 
     amount not to exceed $3,775,000;

          (c)     to finance the acquisition of the Chevron South Coles Levee 
     Property, in an amount not to exceed $3,500,000;
     
          (d)     to finance the acquisition of the Raccoon Bend Property, in 
     an amount not to exceed $10,000,000, which amount shall include an earnest 
     money deposit in an amount not to exceed $500,000;
     
          (e)     to finance the payment of various costs and expenses under 
     this Agreement and in connection with Acquisitions, in an amount not to 
     exceed $1,000,000;

          (f)     to repay certain existing subordinated Indebtedness owed by 
     Bargo in an amount not to exceed $2,000,000, provided that (i) the 
     Bargo-Future Transaction has occurred such that the Borrower has acquired 
     substantially all of the assets of Bargo in consideration of the issuance 
     of common or preferred equity of the Borrower, and (ii) each of BEC and 
     TJG has converted all of its subordinated Indebtedness of the Borrower 
     into common or preferred equity of the Borrower;
     
          (g)     to repay certain existing subordinated Indebtedness to EnCap 
     Equity 1994 Limited Partnership and Energy Capital Investment Company PLC 
     in an amount not to exceed $5,750,000, provided that the Borrower or its 
     Subsidiaries have completed the acquisitions of the Cody Properties and 
     the Chevron South Coles Levee Property; and
     
          (h)     for other general corporate and working capital purposes, 
     provided that all Tranche B Loans have been paid in full and the Tranche 
     B Commitment has been terminated.
     

                              ARTICLE III

               REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

     SECTION III.1.  Repayments and Prepayments and Certain Borrowing Base 
Matters.  The Borrower shall repay the unpaid principal amount of the Loans as 
set forth in this Section 3.1. 

     SECTION III.1.1.  Repayments and Prepayments.  The Borrower shall repay in 
full the unpaid principal amount of each Tranche A Loan, and each Tranche A Loan
shall mature and be due and payable, on the Tranche A Availability Termination 
Date; provided, however, that, as provided in Section 2.1.1.(b), if no Event of 
Default has occurred and is continuing, the unpaid principal amount of the 
Tranche A Loans shall, on the Tranche A Availability Termination Date, not be 
due and payable but shall convert to a Term Loan.  The Borrower shall repay in 
full the unpaid principal amount of each Loan upon the Stated Maturity Date 
applicable thereto.  Prior thereto, the Borrower

          (a)     may, from time to time on any Business Day, make a voluntary 
     prepayment, in whole or in part, of the outstanding principal amount of 
     any Loans; provided, however, that 

               (i)  any such prepayment shall be made pro rata among Loans of 
          the same type;

               (ii)  no such prepayment of any LIBO Rate Loan may be made on 
          any day other than the last day of the Interest Period for such 
          Loan;

               (iii) all such voluntary prepayments shall require at least 
          three (3) but no more than five (5) Business Days' prior written 
          notice to the Lender or, in the case of Alternate Base Rate Loans, 
          one (1) Business Day's prior written notice (which notice is 
          irrevocable) stating the date and amount of such prepayment and the 
          type of Loan to be prepaid; and 

               (iv)     all such voluntary partial prepayments shall be in an 
          aggregate minimum amount of $100,000 and an integral multiple of 
          $50,000; 

          (b)     shall, on each date when any reduction in any Commitment 
     Amount shall become effective, including pursuant to Section 2.2, make a 
     mandatory prepayment (which shall be applied (or held for application, as 
     the case may be) by the Lender to the payment of the aggregate unpaid 
     principal amount of those Loans then outstanding and then to the payment 
     of the then Letter of Credit Outstandings) equal to the excess, if any, of 
     the aggregate outstanding principal amount of all Loans and Letter of 
     Credit Outstandings over such Commitment Amount as so reduced; 
     
          (c)     shall make prepayments as specified in Section 3.1.2; 

          (d)     shall, if Tranche A Loans have been converted to a Term Loan 
     pursuant to the terms and conditions hereof, on each Quarterly Payment 
     Date after the Tranche A Availability Termination Date, make a payment in 
     an amount equal to that necessary to amortize the principal of all Tranche 
     A Loans that have been converted into a Term Loan equally over the 
     remaining Quarterly Payment Dates and the Stated Maturity Date that is 
     applicable to Tranche A Loans;

          (e)     shall, on the Stated Maturity Date applicable to Tranche B 
     Loans, pay in full all Tranche B Loans;
     
          (f)     shall, immediately upon any acceleration of the Loans 
     pursuant to Section 9.2 or Section 9.3, repay all Loans, unless, pursuant 
     to Section 9.3, only a portion of all Loans is so accelerated.

Each payment or prepayment of any Loans made pursuant to this Section shall be 
without premium or penalty, except as may be required by Section 4.4, and shall 
be applicable, to the extent of such prepayment, in the inverse order of 
maturity.  No voluntary prepayment of principal of any Loans or any prepayment 
pursuant to the preceding clause (c) shall cause a reduction in any Commitment 
Amount. 

     SECTION III.1.2.  Borrowing Base Deficiencies, Collateral Value 
Deficiencies and Asset Sales.

          (a)     Upon the occurrence of a Borrowing Base Deficiency and/or a 
     Collateral Value Deficiency, the Lender may notify the Borrower of such 
     Borrowing Base Deficiency and/or such Collateral Value Deficiency, as 
     applicable.  Within ten (10) days from and after the Borrowing Base 
     Deficiency Notification Date and/or such Collateral Value Deficiency 
     Notification Date, as applicable, the Borrower shall notify the Lender 
     that it shall take one of the following actions:

               (i)     execute and deliver to the Lender supplemental or 
          additional Security Documents, in form and substance reasonably 
          satisfactory to the Lender and its counsel, securing payment of the 
          Notes and the other Obligations and covering additional Oil and Gas 
          Properties directly owned by the Borrower or one or more of the 
          Borrower's Subsidiaries which are not then covered by any Loan 
          Document and which are of a type and nature satisfactory to the 
          Lender, and having a value, in addition to other Oil and Gas 
          Properties already subject to a Mortgage, sufficient to eliminate 
          the Borrowing Base Deficiency and the Collateral Value Deficiency, 
          as applicable, all as more particularly described in Section 
          8.1.7(a) and (b); or

               (ii)     make a payment with respect to the Obligations, 
          (which shall be applied (or held for application, as the case may 
          be) by the Lender to the payment of the aggregate unpaid principal 
          amount of those Loans then outstanding and then to the payment of 
          the then Letter of Credit Outstandings) in an aggregate principal 
          amount sufficient to eliminate such Borrowing Base Deficiency and 
          Collateral Value Deficiency, as applicable, within sixty (60) days 
          after the Borrowing Base Deficiency Notification or Collateral Value 
          Deficiency Notification Date, as applicable.
     
If the Borrower shall elect to execute and deliver (or cause one or more 
of the Borrower's Subsidiaries to execute and deliver) supplemental or 
additional Security Documents to the Lender pursuant to clause (i), it 
shall provide the Lender with descriptions of the additional assets to be 
collaterally assigned (together with current valuations, Engineering 
Reports, Security Documents described in clause (i) and title evidence 
applicable thereto, each of which shall be in form and substance 
reasonably satisfactory to the Lender) within sixty (60) days after the 
Borrowing Base Deficiency Notification Date or Collateral Value Deficiency 
Notification Date, as applicable.  Such supplemental or additional 
Security Documents shall be subject to the terms of Section 8.1.7.  If the 
Borrower fails to give the notice within such ten (10) day period required 
by Section 3.1.2(a) that it intends to take one of the actions described 
in clauses (i) or (ii) above, then without any necessity for notice to the 
Borrower or any other person, the Borrower shall become obligated 
immediately to pay Obligations in an aggregate principal amount equal to 
the applicable Borrowing Base Deficiency and/or Collateral Value 
Deficiency.

          (b)     If the Borrower or any of its Subsidiaries sells, transfers 
     or otherwise disposes of Oil and Gas Properties included in the most 
     recent determination of the Borrowing Base and that have a fair market 
     value in the aggregate for the Borrower and such Subsidiaries in excess of 
     $500,000 during the period from the effective date of the most recent 
     Borrowing Base Redetermination until the effective date of the next 
     Borrowing Base Redetermination, the Borrowing Base and the Collateral 
     Value shall be immediately reduced, until the effective date of the next 
     Borrowing Base Redetermination and Collateral Value Redetermination, by an 
     amount as reasonably determined by the Lender, or if the value of the 
     applicable Oil and Gas Properties cannot be readily determined by the 
     Lender, by the net sales proceeds realized from the sale, transfer or 
     other disposition of such assets.  In any event, and so long as any 
     Tranche B Loans are outstanding, all net sales proceeds from the sale by 
     the Borrower or any of its Subsidiaries of Oil and Gas Properties shall be 
     paid to the Lender as mandatory prepayments of Tranche B Loans.
     
If such reduction shall result in a Borrowing Base Deficiency and/or 
Collateral Value Deficiency, then in lieu of the provisions of clause (a) 
of Section 3.1.2, the Borrower shall immediately make a payment with 
respect to the Obligations in an amount equal to the greater of such 
Borrowing Base Deficiency or such Collateral Value Deficiency.  In 
addition to and cumulative of the foregoing , if a Borrowing Base 
Deficiency and/or Collateral Value Deficiency exists prior to such sale, 
transfer or other disposition of assets, then in lieu of the provisions of 
clause (a) of Section 3.1.2, the Borrower shall, with the written consent 
of the Lender, immediately make a payment with respect to the Obligations 
(which shall be applied (or held for application, as the case may be) by 
the Lender first to the payment of the aggregate unpaid principal amount 
of those Loans then outstanding, and then to the payment of the then 
Letter of Credit Outstandings) in an aggregate principal amount equal to 
the lesser of (i) the greater of the amount of the Collateral Value 
Deficiency or the amount of the Borrowing Base Deficiency (after giving 
effect to the applicable sale, transfer or other disposition) or (ii) 100% 
of the net sales proceeds realized from the applicable sale, transfer or 
other disposition.

          (c)     In addition, if the Borrower or any of its Subsidiaries 
     raises capital through the issuance of any type of equity or issues any 
     subordinated debt or senior unsecured debt, the proceeds of such issuance 
     will first be applied to cure any Borrowing Base Deficiency and/or 
     Collateral Value Deficiency, as applicable, and thereafter to prepay 
     Tranche B Loans.

     SECTION III.2.  Interest Provisions.  Interest on the outstanding 
principal amount of Loans shall accrue and be payable in accordance with this 
Section 3.2. 

     SECTION III.2.1.  Rate.  Pursuant to an appropriately delivered Borrowing 
Request or Continuation/Conversion Notice, the Borrower may elect that Loans 
accrue interest at a rate per annum:

          (a      on that portion maintained from time to time as a Base Rate 
     Loan, equal to the Alternate Base Rate plus the Applicable Margin from 
     time to time in effect; and 

          (b      on that portion maintained as a LIBO Rate Loan, during each 
     Interest Period applicable thereto, equal to the sum of the LIBO Rate 
     (Reserve Adjusted) for such Interest Period plus the Applicable Margin. 
 
     
All LIBO Rate Loans shall bear interest from and including the first day of the 
applicable Interest Period to (but not including) the last day of such Interest 
Period at the interest rate determined as applicable to such LIBO Rate Loan.

     SECTION III.2.2.  Post-Maturity Rates, etc.  After (w) the date any 
principal amount of any Loan shall have become due and payable (whether on the 
Stated Maturity Date, upon acceleration or otherwise), (x) the date any other 
monetary Obligation of the Borrower shall have become due and payable, (y) the 
date any other Event of Default shall have occurred (and so long as such Event 
of Default shall be continuing), and (z) the date that is sixty (60) days after 
a Borrowing Base Deficiency Notification Date or after a Collateral Value 
Deficiency Notification Date, if the applicable Borrowing Base Deficiency or 
Collateral Value Deficiency, as applicable, has not been cured, the Borrower 
shall pay, but only to the extent permitted by Applicable Law, interest (after 
as well as before judgment) on all Obligations at a rate per annum equal to

          (a      with respect to LIBO Rate Loans for the period from the date 
     such Loan becomes due and payable to the end of the then current Interest 
     Period, the higher of (i) the sum of the LIBO Rate (Reserve Adjusted) for 
     such Interest Period plus the Applicable Margin plus a margin of 3%, or 
     (ii) the sum of the Alternate Base Rate plus the Applicable Margin plus a 
     margin of 3%; or

          (b      in all other cases, the sum of the Alternate Base Rate plus 
     the Applicable Margin plus a margin of 3%.
     
     SECTION III.2.3.  Payment Dates.  Interest accrued on each Loan shall be 
payable, without duplication:

          (a      on the Stated Maturity Date; 

          (b      on the date of any optional or required payment or 
     prepayment, in whole or in part, of principal outstanding on such Loan and 
     on that portion of such Loan so paid or prepaid;

          (c      with respect to Base Rate Loans, on each Quarterly Payment 
     Date occurring after the Effective Date;

          (d      with respect to LIBO Rate Loans, on the last day of each 
     applicable Interest Period (and, if such Interest Period shall exceed 
     three months, on the ninetieth (90th) day of such Interest Period); and

          (e      on that portion of any Loans which is accelerated pursuant 
     to Section 9.2 or Section 9.3, immediately upon such acceleration.
     
Interest accrued on Loans or other monetary Obligations arising under this 
Agreement or any other Loan Document after the date such amount shall have 
become due and payable (whether on the Stated Maturity Date, upon acceleration 
or otherwise) shall be payable upon demand.

     SECTION III.2.4.  Maximum Interest.  It is the intention of the parties 
hereto to conform strictly to applicable usury laws and, anything herein to the 
contrary notwithstanding, the Obligations of the Borrower to the Lender under 
this Agreement shall be subject to the limitation that payments of interest 
shall not be required to the extent that receipt thereof would be contrary to 
provisions of Applicable Law limiting rates of interest which may be charged or 
collected by the Lender.  Accordingly, if the transactions contemplated hereby 
would be usurious under Applicable Law with respect to the Lender then, in that 
event, notwithstanding anything to the contrary in this Agreement, it is agreed 
as follows:

          (a      the provisions of this Section 3.2.4 shall govern and 
     control;

          (b      the aggregate of all consideration which constitutes 
     interest under Applicable Law that is contracted for, charged or received 
     under this Agreement, or under any of the other aforesaid agreements or 
     otherwise in connection with this Agreement by the Lender shall under no 
     circumstances exceed the maximum amount of interest allowed by Applicable 
     Law (such maximum lawful interest rate, if any, with respect to the Lender 
     herein called the "Highest Lawful Rate"), and any excess shall be credited 
     to the Borrower by the Lender (or, if such consideration shall have been 
     paid in full, such excess refunded to the Borrower);
     
          (c      all sums paid, or agreed to be paid, to the Lender for the 
     use, forbearance and detention of the indebtedness of the Borrower to the 
     Lender hereunder shall, to the extent permitted by Applicable Law, be 
     amortized, prorated, allocated and spread throughout the full term of such 
     indebtedness until payment in full so that the actual rate of interest is 
     uniform throughout the full term thereof; and
     
          (d      if at any time the interest provided pursuant to 
     Sections 3.2.1 and 3.2.2 together with any other fees payable pursuant to 
     this Agreement and deemed interest under Applicable Law, exceeds that 
     amount which would have accrued at the Highest Lawful Rate, the amount of 
     interest and any such fees to accrue to the Lender pursuant to this 
     Agreement shall be limited, notwithstanding anything to the contrary in 
     this Agreement, to that amount which would have accrued at the Highest 
     Lawful Rate, but any subsequent reductions, as applicable, shall not 
     reduce the interest to accrue to such Lender pursuant to this Agreement 
     below the Highest Lawful Rate until the total amount of interest accrued 
     pursuant to this Agreement and such fees deemed to be interest equals the 
     amount of interest which would have accrued to such Lender if a varying 
     rate per annum equal to the interest provided pursuant to Sections 3.2.1 
     and 3.2.2 had at all times been in effect, plus the amount of fees which 
     would have been received but for the effect of this Section 3.2.4.
     
     SECTION III.3.  Fees.  The Borrower agrees to pay the fees set forth in 
this Section 3.3.  All such fees shall be non-refundable.  

     SECTION III.3.1.  Structuring Fee.  The Borrower shall pay to the Lender 
a structuring fee in the amount of $50,000.  As of the Effective Date, such fee 
shall be credited against the closing fee provided for in Section 3.3.2.

     SECTION III.3.2.  Closing Fee.  On the Effective Date, the Borrower shall 
pay to the Lender a closing fee in the amount of $575,000.

     SECTION III.3.3.  Engineering and Redetermination Fee.  The Borrower shall 
pay to the Lender an annual engineering and redetermination fee of $35,000, a 
prorated portion of which shall be payable quarterly in arrears on each 
Quarterly Payment Date and on the earlier of the Commitment Termination Date or 
the Tranche A Availability Termination Date.

     SECTION III.3.4.  Commitment Fees.  The Borrower shall pay to the Lender 
a commitment fee, for the period from and including the Effective Date to but 
not including the earlier to occur of (x) the Tranche A Availability Termination
Date, and (y) the Commitment Termination Date, equal to (i) 0.5 of 1% per annum 
of the average of the actual daily unused Commitment Availability, based on a 
year comprised of three hundred sixty (360) days.  Accrued commitment fees shall
be payable in arrears on each Quarterly Payment Date and on the earlier of the 
Commitment Termination Date or the Tranche A Availability Termination Date.

     SECTION III.3.5.  Letter of Credit Stated Amount Fee.  The Borrower agrees 
to pay to the Issuer a fee for each Letter of Credit for the period from and 
including the date of the issuance of such Letter of Credit to (but not 
including) the date upon which such Letter of Credit expires, at a rate per 
annum equal to 1% of the Stated Amount of such Letter of Credit, based on a year
comprised of three-hundred and sixty (360) days.  A prorated portion of such fee
shall be payable by the Borrower in arrears on each Quarterly Payment Date, and 
on the earlier of the Tranche A Availability Termination Date or the Tranche A 
Commitment Termination Date for any period then ending for which such fee shall 
not theretofore have been paid, commencing on the first such date after the 
issuance of such Letter of Credit.  After any Borrowing Base Deficiency and/or 
Collateral Value Deficiency has or have existed for sixty (60) consecutive days,
the Stated Amount Fee on all Letters of Credit shall increase by 3.00% until 
such Borrowing Base Deficiency and/or Collateral Value Deficiency has or have 
been eliminated.

     SECTION III.3.6.  Letter of Credit Issuance Fee.  The Borrower agrees to 
pay to the Issuer an issuance fee for each Letter of Credit issued by the Issuer
for the period from and including the date of issuance of such Letter of Credit 
to (but not including) the date upon which such Letter of Credit expires, the 
greater of (x) 0.25% of the Stated Amount of such Letter of Credit or (y) $300. 
Such fee shall be payable by the Borrower on the date of issuance of such Letter
of Credit.

     SECTION III.3.7.  Letter of Credit Administrative Fees.  The Borrower 
agrees to pay to the Lender, the amounts described in Section 4.3.

     SECTION III.4.  Proceeds Account.  The Security Documents contain an 
assignment to the Lender by the Borrower and its Subsidiaries, as applicable, of
all production of Hydrocarbons and all proceeds attributable thereto properly 
allocable to the Mortgaged Properties.  Notwithstanding such assignment of 
production, the Borrower may, until the Lender shall give notice to the 
contrary, receive such proceeds.  Thereafter, all such proceeds from the sale of
such production shall be paid directly into an account of the Borrower 
maintained with the Lender (the "Proceeds Account").  The Borrower hereby grants
to the Lender, subject to the prior assignment in favor of the Lender of such 
production and its proceeds, a security interest in the Proceeds Account and all
proceeds thereof.

                         ARTICLE IV

                        LETTERS OF CREDIT

     SECTION IV.1.  Issuance Requests.  By delivering to the Issuer an Issuance 
Request on or before 12:00 noon (Chicago time), the Borrower may request, from 
time to time prior to the earlier to occur of (x) the Tranche A Availability 
Termination Date and (y) the Tranche A Commitment Termination Date, and on not 
less than three (3) nor more than ten (10) Business Days' notice, that the 
Issuer issue an irrevocable standby letter of credit in substantially the form 
of Exhibit L hereto, or in such other form as may be mutually agreed by the 
Borrower and the Issuer (each a "Letter of Credit"), in support of financial 
obligations of the Borrower incurred in the Borrower's ordinary course of 
business and which are described in such Issuance Request.  Each Letter of 
Credit shall by its terms:

          (a      be issued in a Stated Amount which

               (i      is at least $50,000;

               (ii      does not exceed (or would not exceed) the then Letter 
          of Credit Availability;

          (b      be stated to expire on a date (its "Stated Expiry Date") no 
     later than the earlier of (i) one (1) year after its date of issuance, or 
     (ii) one (1) year after the Tranche A Availability Termination Date; and

          (c      on or prior to its Stated Expiry Date

               (i      terminate immediately upon notice to the Issuer from 
          the beneficiary thereunder that all obligations covered thereby have 
          been terminated, paid, or otherwise satisfied in full,

               (ii      reduce in part immediately and to the extent the 
          beneficiary thereunder has notified the Issuer that the obligations 
          covered thereby have been paid or otherwise satisfied in part, or

               (iii      terminate thirty (30) Business Days after notice to 
          the beneficiary thereunder from the Lender that an Event of Default 
          has occurred and is continuing.

So long as no Default has occurred and is continuing, by delivery to the Issuer 
of an Issuance Request at least three (3) but not more than ten (10) Business 
Days prior to the Stated Expiry Date of any Letter of Credit, the Borrower may 
request the Issuer to extend the Stated Expiry Date of such Letter of Credit for
an additional period not to exceed the earlier of one (1) year from its date of 
extension, the Tranche A Availability Termination Date or the Tranche A 
Commitment Termination Date.  

     SECTION IV.2.  Issuances and Extensions.  On the terms and subject to the 
conditions of this Agreement (including Article VI), the Issuer shall issue 
Letters of Credit, and extend the Stated Expiry Dates of outstanding Letters of 
Credit, in accordance with the Issuance Requests made therefor.  The Issuer will
make available the original of each Letter of Credit which it issues in 
accordance with the Issuance Request therefor to the beneficiary thereof and 
will notify the beneficiary under any Letter of Credit of any extension of the 
Stated Expiry Date thereof.  Upon the expiration of any Letter of Credit, the 
Borrower may re-use any portion of the Letter of Credit Availability for the 
issuance of new Letters of Credit prior to the earlier to occur of the Tranche A
Availability Termination Date or the Tranche A Commitment Termination Date. 

The Issuer is under no obligation to issue any Letter of Credit if:

          (i      any order, judgment or decree of any Government Agency or 
     arbitrator shall by its terms purport to enjoin or restrain the Issuer 
     from issuing such Letter of Credit, or any requirement of Applicable Law 
     or any request or directive (whether or not having the force of law) from 
     any Government Agency with jurisdiction over the Issuer shall prohibit, or 
     request that the Issuer refrain from, the issuance of letters of credit 
     generally or such Letter of Credit in particular or shall impose upon the 
     Issuer with respect to such Letter of Credit any restriction, reserve or 
     capital requirement (for which the Issuer is not otherwise compensated 
     hereunder) not in effect on the Effective Date, or shall impose upon the 
     Issuer any unreimbursed loss, cost or expense which was not applicable on 
     the Effective Date and which the Issuer in good faith deems material to 
     it;

          (ii      one or more of the applicable conditions contained in 
     Article VI is not then satisfied;

          (iii      the expiry date of any requested Letter of Credit is prior 
     to the maturity date of any financial obligation to be supported by the 
     requested Letter of Credit;

          (iv      any requested Letter of Credit does not provide for drafts, 
     or is not otherwise in form and substance acceptable to the Issuer, or the 
     issuance of a Letter of Credit shall violate any applicable policies of 
     the Issuer;

          (v      any standby Letter of Credit is for the purpose of 
     supporting the issuance of any letter of credit by any other Person; or
     
          (vi      such Letter of Credit is in a face amount denominated in a 
     currency other than Dollars.

The Uniform Customs and Practice for Documentary Credits most recently published
by the International Chamber of Commerce at the time of issuance of any Letter 
of Credit shall (unless otherwise expressly provided in the Letters of Credit) 
apply to the Letters of Credit.

     SECTION IV.3.  Expenses.  The Borrower agrees to pay to the Issuer all 
reasonable administrative expenses of the Issuer in connection with the 
issuance, maintenance, modification (if any) and administration of each Letter 
of Credit issued by the Issuer upon demand from time to time.

     SECTION IV.4.  Disbursements.  The Issuer will notify the Borrower 
promptly of the presentment for payment of any Letter of Credit, together with 
notice of the date (the "Disbursement Date") such payment shall be made.  
Subject to the terms and provisions of such Letter of Credit, the Issuer shall 
make such payment to the beneficiary (or its designee) of such Letter of Credit.
In paying any drawing under a Letter of Credit, the Issuer shall not have any 
responsibility to obtain any document (other than to obtain and review any sight
draft and certificates expressly required by the Letter of Credit) or to 
ascertain or inquire as to the validity or accuracy of any such document or the 
authority of the Person executing or delivering any such document.  Prior to 
12:00 noon (Chicago time) on the Disbursement Date, the Borrower will reimburse 
the Issuer for all amounts which it has disbursed under the Letter of Credit. 
To the extent the Issuer is not reimbursed in full in accordance with the 
preceding sentence, the Borrower's Reimbursement Obligation shall accrue 
interest at a fluctuating rate equal to the lesser of (i) the Highest Lawful 
Rate or (ii) the Alternate Base Rate, plus the Applicable Margin, plus a margin 
of 3% per annum, payable on demand.  In the event the Issuer is not reimbursed 
by the Borrower on the Disbursement Date, or if the Issuer must for any reason 
return or disgorge such reimbursement, the Lender shall, on the terms and 
subject to the conditions of this Agreement, fund the Reimbursement Obligation 
therefor by making, on the next Business Day, Loans as provided in Section 2.1.1
(the Borrower being deemed to have given a timely Borrowing Request therefor for
such amount); provided, however, for the purpose of determining the availability
of the Commitments to make Loans immediately prior to giving effect to the 
application of the proceeds of such Loans, such Reimbursement Obligation shall 
be deemed not to be outstanding at such time.

     SECTION IV.5.  Reimbursement.  The Borrower's obligation (a "Reimbursement 
Obligation") under Section 4.4 to reimburse the Issuer with respect to each 
Disbursement (including interest thereon) shall be absolute and unconditional 
under any and all circumstances and irrespective of any setoff, counterclaim, or
defense to payment which the Borrower may have or have had against the Lender, 
the Issuer or any beneficiary of a Letter of Credit, including any defense based
upon the occurrence of any Default, any draft, demand or certificate or other 
document presented under a Letter of Credit proving to be forged, fraudulent, 
invalid or insufficient, the failure of any Disbursement to conform to the terms
of the applicable Letter of Credit (if, in the Issuer's good faith opinion, such
Disbursement is determined to be appropriate) or any non-application or 
misapplication by the beneficiary of the proceeds of such Disbursement, or the 
legality, validity, form, regularity, or enforceability of such Letter of 
Credit; provided, however, that nothing herein shall adversely affect the right 
of the Borrower to commence any proceeding against the Issuer for any wrongful 
Disbursement made by the Issuer under a Letter of Credit as a result of acts or 
omissions constituting gross negligence or wilful misconduct on the part of the 
Issuer.

     SECTION IV.6.  Deemed Disbursements.  Upon the occurrence and during the 
continuation of any Event of Default or the occurrence of the Tranche A 
Commitment Termination Date, an amount equal to that portion of Letter of Credit
Outstandings attributable to outstanding and undrawn Letters of Credit shall, at
the election of the Lender, and without demand upon or notice to the Borrower, 
be deemed to have been paid or disbursed by the Lender under such Letters of 
Credit (notwithstanding that such amount may not in fact have been so paid or 
disbursed), and, upon notification by the Lender to the Borrower of its 
obligations under this Section, the Borrower shall be immediately obligated to 
reimburse the Lender the amount deemed to have been so paid or disbursed by the 
Lender.  Any amounts so received by the Lender from the Borrower pursuant to 
this Section shall be held as collateral security for the repayment of the 
Borrower's obligations in connection with the Letters of Credit issued by the 
applicable Issuer.  At any time when such Letters of Credit shall terminate and 
all Obligations to the Lender are either terminated or paid or reimbursed to the
Lender in full, the Obligations of the Borrower under this Section shall be 
reduced accordingly (subject, however, to reinstatement in the event any payment
in respect of such Letters of Credit is recovered in any manner from the Lender 
or the Issuer), and the Lender will return to the Borrower the excess, if any, 
of

          (a      the aggregate amount deposited by the Borrower with the 
     Lender and not theretofore applied by the Lender to any Reimbursement 
     Obligation

over

          (b      the aggregate amount of all Reimbursement Obligations to the 
     Lender pursuant to this Section, as so adjusted.

At such time when all Events of Default shall have been cured or waived, the 
Lender shall return to the Borrower all amounts then on deposit with the Lender 
pursuant to this Section.  All amounts on deposit pursuant to this Section 
shall, until their application to any Reimbursement Obligation or their return 
to the Borrower, as the case may be, bear interest for the Borrower's account at
the daily average Federal Funds Rate from time to time in effect (net of the 
costs of any reserve requirements, in respect of amounts on deposit pursuant to 
this Section, pursuant to F.R.S. Board Regulation D), which interest shall be 
held by the Lender as additional collateral security for the repayment of the 
Borrower's Obligations in connection with the Letters of Credit issued by the 
Lender.

     SECTION IV.7.  Nature of Reimbursement Obligations.  The Borrower shall 
assume all risks of the acts, omissions, or misuse of any Letter of Credit by 
the beneficiary thereof.  Neither the Lender nor any Issuer (except to the 
extent of its own gross negligence or wilful misconduct) shall be responsible 
for:

          (a      the form, validity, sufficiency, accuracy, genuineness, or 
     legal effect of any Letter of Credit or any document submitted by any 
     party in connection with the application for and issuance of a Letter of 
     Credit, even if it should in fact prove to be in any or all respects 
     invalid, insufficient, inaccurate, fraudulent, or forged; 

          (b      the form, validity, sufficiency, accuracy, genuineness, or 
     legal effect of any instrument transferring or assigning or purporting to 
     transfer or assign a Letter of Credit or the rights or benefits thereunder 
     or proceeds thereof in whole or in part, which may prove to be invalid or 
     ineffective for any reason;

          (c      failure of the beneficiary to comply fully with conditions 
     required in order to demand payment under a Letter of Credit;

          (d      errors, omissions, interruptions, or delays in transmission 
     or delivery of any messages, by mail, cable, telegraph, telex, facsimile 
     or otherwise;

          (e      any loss or delay in the transmission or otherwise of any 
     document or draft required in order to make a Disbursement under a Letter 
     of Credit or of the proceeds thereof; 

          (f      any change in the time, manner or place of payment of, or in 
     any other term of, all or any of the obligations of the Borrower in 
     respect of any Letter of Credit;

          (g      the existence of any claim, set-off, defense or other right 
     that the Borrower may have at any time against any beneficiary or any 
     transferee of any Letter of Credit (or any Person for whom any such 
     beneficiary or any such transferee may be acting), the Issuer (if other 
     than the Lender or its Affiliates) or any other Person, whether in 
     connection with this Agreement, the transactions contemplated hereby or by 
     the Letters of Credit or any unrelated transaction;

          (h      any payment by an Issuer under any Letter of Credit against 
     presentation of a draft or certificate that does not strictly comply with 
     the terms of any Letter of Credit; or any payment made by an Issuer under 
     any Letter of Credit to any Person purporting to be a trustee in 
     bankruptcy, debtor-in-possession, assignee for the benefit of creditors, 
     liquidator, receiver or other representative of or successor to any 
     beneficiary or any transferee of any Letter of Credit, including any 
     arising in connection with any insolvency proceeding; or
     
          (i      any other circumstance or happening whatsoever, whether or 
     not similar to any of the foregoing, including any other circumstance that 
     might otherwise constitute a defense available to, or a discharge of, the 
     Borrower or a guarantor.

None of the foregoing shall affect, impair, or prevent the vesting of any of the
rights or powers granted the Lender or the Issuer hereunder.  In furtherance and
extension, and not in limitation or derogation, of any of the foregoing, any 
action taken or omitted to be taken by the Lender or the Issuer in good faith 
and not constituting gross negligence or willful misconduct shall be binding 
upon the Borrower and shall not put the Lender or the Issuer under any resulting
liability to the Borrower.

     SECTION IV.8.  Increased Costs; Indemnity.  If by reason of

          (a      any change in Applicable Law after the Effective Date or any 
     change in the interpretation or application by any judicial or regulatory 
     authority of any Applicable Law, or

          (b      compliance by the Lender with any direction, request or 
     requirement (whether or not having the force of law) of any Government 
     Agency, including Regulation D of the F.R.S. Board:
     
               (i      the Lender shall be subject to any tax (other than 
          taxes on net income and franchises), levy, charge or withholding of 
          any nature or to any variation thereof or to any penalty with 
          respect to the maintenance or fulfillment of its obligations under 
          this Article IV, whether directly or by such being imposed on or 
          suffered by the Lender; 

               (ii      any reserve, deposit or similar requirement is or 
          shall be applicable, increased, imposed or modified in respect of 
          any Letters of Credit issued by an Issuer; or
     
               (iii      there shall be imposed on the Lender any other 
          condition regarding this Article IV or any Letter of Credit,

and the result of the foregoing is directly or indirectly to increase the cost 
to the  Lender or the Issuer of issuing or maintaining any Letter of Credit or 
to reduce any amount receivable in respect thereof by the Lender or the Issuer, 
then and in any such case may, at any time after the additional cost is incurred
or the amount received is reduced, notify the Borrower thereof, and the Borrower
shall pay on demand such amounts as the Lender or the Issuer may specify to be 
necessary to compensate the Lender or the Issuer for such additional cost or 
reduced receipt, together with interest on such amount from the date demanded 
until payment in full thereof at a rate equal at all times to the Alternte Base
Rate plus the Applicable Margin plus three percent (3%) per annum.  The 
determination by the Lender or the Issuer, as the case may be, of any amount due
pursuant to this Section, as set forth in a statement setting forth the 
calculation thereof in reasonable detail shall, in the absence of manifest 
error, be final and conclusive and binding on all of the parties hereto.

          (c      In addition to amounts payable as elsewhere provided in this 
     Article IV, the Borrower hereby indemnifies, exonerates and holds the 
     Lender and each Issuer harmless from and against any and all actions, 
     causes of action, suits, losses, costs, liabilities and damages, and 
     expenses incurred in connection therewith (irrespective of whether the 
     Lender or the Issuer is a party to the action for which indemnification is 
     sought), including reasonable attorneys' fees and disbursements, which the 
     Lender or the Issuer may incur or be subject to as a consequence, direct 
     or indirect, of 

               (i      the issuance of the Letters of Credit, other than as 
          a result of the gross negligence or wilful misconduct of the Issuer 
          as determined by a court of competent jurisdiction, or
     
               (ii      the failure of the Issuer to honor a drawing under 
          any Letter of Credit as a result of any act or omission, whether 
          rightful or wrongful, of any present or future de jure or de facto 
          Government Agency.

                                ARTICLE V

                 CERTAIN INTEREST RATE AND OTHER PROVISIONS

     SECTION V.1.  LIBO Rate Lending Unlawful.  If the Lender shall determine 
(which determination shall, upon notice thereof to the Borrower, be conclusive 
and binding on the Borrower) that the introduction of or any change in or in the
interpretation of any law makes it unlawful, or any central bank or other 
governmental authority asserts that it is unlawful, for the Lender to make, 
continue or maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan,
the obligation of the Lender to make, continue, maintain or convert into any 
such LIBO Rate Loans shall, upon such determination, forthwith be suspended 
until the Lender shall notify the Borrower that the circumstances causing such 
suspension no longer exist, and all LIBO Rate Loans shall automatically convert 
into Base Rate Loans at the end of the then current Interest Periods with 
respect thereto or sooner, if required by such law or assertion. 

     SECTION V.2.  Deposits Unavailable.  If the Lender shall have determined 
that Dollar deposits in the relevant amount are not available to the Lender in 
its relevant market, then, upon notice from the Lender to the Borrower, the 
obligations of the Lender under Section 2.3 to make any Loans shall forthwith be
suspended until the Lender shall notify the Borrower that the circumstances 
causing such suspension no longer exist.

     SECTION V.3.  Increased Loan Costs, etc.  If by reason of

          (a      any change in Applicable Law after the Effective Date or any 
     change in the interpretation or application by any judicial or regulatory 
     authority of any Applicable Law, or
     
          (b      compliance by the Lender with any direction,  request or 
     requirement (whether or not having the force of Governmental Agency, 
     including Regulation D of the F.R.S. Board:

               (i   the Lender shall be subject to any tax (other than taxes 
          on net income and franchises), levy, charge or withholding of any 
          nature or to any variation thereof or to any penalty with respect to 
          any payment due under any LIBO Rate Loan or other amounts due under 
          this Agreement, whether directly or by such being imposed on or 
          suffered by the Lender; 

               (ii   any reserve, deposit or similar requirement is or shall 
          be applicable, increased, imposed or modified in respect of Letters 
          of Credit issued by an Issuer or any other extensions of credit or 
          other assets of, or any deposits with or other liabilities of, the 
          Lender or Loans made by the Lender, or against any other funds, 
          obligations or other property owned or held by the Lender and the 
          Lender actually incurs such additional costs; or

               (iii   there shall be imposed on the Lender any other 
          condition affecting this Agreement (or any of such extensions of 
          credit or liabilities),

and the result of the foregoing is directly or indirectly to increase the cost 
to the Lender of making, continuing or the Issuer of issuing or maintaining (or 
of its obligation to make, continue or maintain) any Loans as, or of converting 
(or of its obligation to convert) any Loans into, LIBO Rate Loans, any Letter of
Credit or to reduce any amount receivable in respect thereof by the Lender or 
the Issuer, then and in any such case the Lender may, at any time after the 
additional cost is incurred or the amount received is reduced, notify the 
Borrower thereof, and the Borrower shall pay on demand such amounts as the 
Lender or the Issuer may specify to be necessary to compensate the Lender or the
Issuer for such additional cost or reduced receipt, together with interest on 
such amount from the date demanded until payment in full thereof at a rate equal
at all times to the Alternate Base Rate plus the Applicable Margin plus three 
percent (3%) per annum.  The determination by the Lender or the Issuer, as the 
case may be, of any amount due pursuant to this Section, as set forth in a 
statement setting forth the calculation thereof in reasonable detail, shall, in 
the absence of manifest error, be final and conclusive and binding on all of the
parties hereto.

     SECTION V.4.  Funding Losses.  In the event the Lender shall incur any 
loss or expense (including any loss or expense incurred by reason of the 
liquidation or reemployment of deposits or other funds acquired by the Lender to
make, continue or maintain any portion of the principal amount of any Loan as, 
or to convert any portion of the principal amount of any Loan into, a LIBO Rate 
Loan) as a result of 

          (a   any conversion or repayment or prepayment of the principal 
     amount of any LIBO Rate Loans on a date other than the scheduled last day 
     of the Interest Period applicable thereto, whether pursuant to Section 3.1 
     or otherwise;

          (b   any Loans not being made as LIBO Rate Loans in accordance with 
     the Borrowing Request therefor by reason of any act or omission by the 
     Borrower or failure of a condition precedent to be satisfied; or

          (c   any Loans not being continued as, or converted into, LIBO Rate 
     Loans in accordance with the Continuation/ Conversion Notice therefor by 
     reason of any act or omission by the Borrower;

then, upon the written notice of the Lender to the Borrower, the Borrower shall,
within five (5) days of its receipt thereof, pay to the Lender such amount as 
will (in the reasonable determination of the Lender) reimburse the Lender for 
such loss or expense.  Such written notice (which shall include calculations in 
reasonable detail) shall, in the absence of manifest error, be conclusive and 
binding on the Borrower.

     SECTION V.5.  Increased Capital Costs.  If any change in, or the 
introduction, adoption, effectiveness, interpretation, reinterpretation or 
phase-in of, any Applicable Law of any Government Agency, affects or would 
affect the amount of capital required or expected to be maintained by the Lender
or any Person controlling the Lender, and the Lender determines (in its sole and
absolute discretion) that the rate of return on its or such controlling Person's
capital as a consequence of its Commitments hereunder, issuance of Letters of 
Credit or the Loans made by the Lender is reduced to a level below that which 
the Lender or such controlling Person could have achieved but for the occurrence
of any such circumstance, then, in any such case upon notice from time to time 
by the Lender to the Borrower, the Borrower shall immediately pay directly to 
the Lender additional amounts sufficient to compensate the Lender or such 
controlling Person for such reduction in rate of return.  A statement of the 
Lender as to any such additional amount or amounts (including calculations 
thereof in reasonable detail) shall, in the absence of manifest error, be 
conclusive and binding upon the Borrower.  In determining such amount, the 
Lender may use any method of averaging and attribution that it (in its 
reasonable discretion) shall deem applicable.

     SECTION V.6.  Taxes.  All payments by the Borrower of principal of, and 
interest on, the Loans and all other amounts payable hereunder shall be made 
free and clear of and without deduction for any present or future income, 
excise, stamp or franchise taxes and other taxes, levies, assessments, imposts, 
deductions, fees, duties, withholdings or other charges and all liabilities with
respect thereto of any nature whatsoever imposed by any taxing authority, but 
excluding franchise taxes and taxes imposed on or measured by the Lender's net 
income, total assets, net worth, shareholder capital or receipts (such non-
excluded items being called "Taxes").  In the event that any withholding or 
deduction from any payment to be made by the Borrower hereunder is required in 
respect of any Taxes pursuant to any Applicable Law then (unless the Borrower 
already knows of such withholding or deduction, upon notice thereof from the 
Lender) the Borrower will

          (a      pay directly to the relevant authority the full amount 
     required to be so withheld or deducted;
     
          (b      promptly forward to the Lender an official receipt or other 
     documentation satisfactory to the Lender evidencing such payment to such 
     authority; and 

          (c      pay to the Lender such additional amount or amounts as is 
     necessary to ensure that the net amount actually received by the Lender 
     will equal the full amount the Lender would have received and retained had 
     no such withholding or deduction been required.

Moreover, if any Taxes are directly asserted against the Lender with respect to 
any payment received by the Lender hereunder, the Lender may pay such Taxes and 
the Borrower will promptly pay such additional amounts (including any penalties,
interest or expenses) as is necessary in order that the net amount received by 
such person after the payment of such Taxes (including any Taxes on such 
additional amount) shall equal the amount such person would have received had 
not such Taxes been asserted.

     If the Borrower fails to pay any Taxes when due to the appropriate taxing 
authority or fails to remit to the Lender the required receipts or other 
required documentary evidence, the Borrower shall indemnify the Lender for any 
incremental Taxes or other liability (including interest, expenses or penalties)
that may become payable by the Lender as a result of any such failure, whether 
or not such Taxes or liabilities were correctly or legally asserted.  Payment 
under this indemnity shall be made within thirty (30) days after the date the 
Lender makes written demand therefor.

     Upon the request of the Borrower, each Assignee Lender that is organized 
under the laws of a jurisdiction other than the United States shall, prior to 
the due date of any payment in respect of the Borrowings, execute and deliver to
the Borrower, on or about January 15 of each calendar year, one or more (as the 
Borrower may reasonably request) United States Internal Revenue Service Forms 
4224 or Forms 1001 or such other forms or documents (or successor forms or 
documents), appropriately completed, as may be applicable to establish the 
extent, if any, to which a payment to such Assignee Lender is exempt from 
withholding or deduction of Taxes.

     SECTION V.7.  Payments, Computations, etc.  Unless otherwise expressly 
provided, all payments by the Borrower pursuant to this Agreement, the Note or 
any other Loan Document shall be made by the Borrower without setoff, deduction 
or counterclaim, not later than 11:00 a.m. (Chicago time) on the date due, in 
U.S. Dollars in same day or immediately available funds, to such account with 
the Lender in Chicago, Illinois as the Lender shall specify from time to time by
notice to the Borrower.  Funds received after that time shall be deemed to have 
been received by the Lender on the next succeeding Business Day and any 
applicable interest or fee shall continue to accrue.  All interest shall be 
computed on the basis of the actual number of days (including the first day but 
excluding the last day) occurring during the period for which such interest is 
payable over a year comprised of 360 days (or, in the case of interest on a Base
Rate Loan (other than when calculated with respect to the Federal Funds Rate), 
365 days or, if appropriate, 366 days).  Whenever any payment to be made shall 
otherwise be due on a day which is not a Business Day, such payment shall 
(except as otherwise required by clause (c) of the definition of the term 
"Interest Period" with respect to LIBO Rate Loans) be made on the next 
succeeding Business Day and such extension of time shall be included in 
computing interest and fees, if any, in connection with such payment.

     SECTION V.8.  Setoff.  The Lender shall, upon the occurrence of any 
Default described in clauses (a) through (d) of Section 9.1.9 or upon the 
occurrence of any other Event of Default, have the right to appropriate and 
apply to the payment of the Obligations owing to it (whether or not then due), 
and (as security for such Obligations) the Borrower hereby grants to the Lender 
a continuing security interest in, any and all balances, credits, deposits, 
accounts or moneys of the Borrower then or thereafter maintained with or 
otherwise held by the Lender, including without limitation, the Proceeds 
Account. The Lender agrees promptly to notify the Borrower after any such setoff
and application made by the Lender; provided, however, that the failure to give 
such notice shall not affect the validity of such setoff and application.  The 
rights of the Lender under this Section 5.8 are in addition to other rights and 
remedies (including other rights of setoff under Applicable Law or otherwise) 
which the Lender may have.

     SECTION V.9.  Use of Proceeds.  The Borrower shall apply the proceeds of 
each Borrowing only in accordance with and for the purposes set forth in Section
2.7; without limiting the foregoing, no proceeds of any Loan will be used to 
acquire any equity security of a class which is registered pursuant to Section 
12 of the Securities Exchange Act of 1934 or any "margin stock", as defined in 
F.R.S. Board Regulation U, X or G.

                              ARTICLE VI

                         CONDITIONS PRECEDENT

     SECTION VI.1.  Initial Credit Extension.  The obligation of the Lender to 
make the initial Credit Extension shall be subject to the prior or concurrent 
satisfaction of each of the conditions precedent set forth in this Section 6.1.

     SECTION VI.1.1.  Resolutions, etc.  The Lender shall have received from 
the Borrower and each of Borrower's Subsidiaries a certificate, dated not later 
than the date of the initial Credit Extension, of the respective Secretary or 
Assistant Secretary of each of the Borrower, Future California and the Partners,
for themselves and on behalf of the Partnership Subsidiaries, as to

          (a      resolutions of the respective Boards of Directors of the 
     Borrower, Future California and the Partners then in full force and effect 
     authorizing the execution, delivery and performance of this Agreement, the 
     Notes and each other Loan Document to be executed by it;
     
          (b      the incumbency and signatures of those of its officers or 
     Persons authorized to act with respect to this Agreement, the Notes and 
     each other Loan Document executed by it;

          (c      the Organic Documents of the Borrower, Future California, 
     the Partners and the Partnership Subsidiaries; and

          (d      evidence that each of the Borrower, Future California, the 
     Partners and the Partnership Subsidiaries are in good standing under the 
     laws of the jurisdiction of its respective organization and, as to the 
     Partnership Subsidiaries, in each of the jurisdictions where the Mortgaged 
     Properties are located,

upon which certificates the Lender may conclusively rely until it shall have 
received a further certificate of the Secretary of the Borrower canceling or 
amending such prior certificate.

     SECTION VI.1.2.  Delivery of Notes.  The Lender shall have received the 
Notes duly executed and delivered by the Borrower. 

     SECTION VI.1.3.  Guaranties.  The Lender shall have received executed 
counterparts of the Guaranties, or ratifications of Guaranties previously 
delivered under the Existing Agreement, dated as of the date hereof, duly 
executed by each of the Borrower's Subsidiaries.  

     SECTION VI.1.4.  Pledge Agreements.  To the extent not previously 
delivered in connection with the Existing Agreement, the Lender shall have 
received executed counterparts of the Pledge Agreements, or ratifications of 
Pledge Agreements previously delivered under the Existing Agreement, dated as of
the date hereof, duly executed by (a) the Principal Shareholders pledging all of
their interests in the capital stock of the Borrower, (b) the Borrower pledging 
all of its interest in the capital stock of each of the Partners and Future 
California, and (c) each of the Partners pledging all of its respective 
partnership interests in the Partnership Subsidiaries, in each case together 
with the certificates, evidencing all of the issued and outstanding shares of 
capital stock or partnership interests pledged pursuant to the Pledge 
Agreements, which certificates shall in each case be accompanied by undated 
stock powers duly executed in blank, or, if any securities pledged pursuant to 
the Pledge Agreements are uncertificated securities, confirmation and evidence 
satisfactory to the Lender that the security interest in such uncertificated 
securities has been transferred to and perfected by the Lender in accordance 
with Section 8-313 and Section 8-321 of the Uniform Commercial Code, as in 
effect in the State of Illinois, and, as applicable, with the evidence of 
completion (or satisfactory arrangement for the completion) of all filings and 
recordings of the Pledge Agreements as may be necessary, or in the reasonable 
opinion of the Lender, desirable, effectively to create a valid, perfected first
priority lien against and security interest in the collateral covered thereby.

     SECTION VI.1.5.  Security Agreement.  The Lender shall have received 
executed counterparts of a Security Agreement, or ratifications of Security 
Agreements previously delivered under the Existing Agreement, dated as of the 
date hereof, duly executed by the Borrower and each of its Subsidiaries, as 
applicable, together with

          (a      executed copies of Uniform Commercial Code financing 
     statements (Form UCC-1), in proper form for filing, naming the Borrower 
     (or its Subsidiary, as applicable) as the debtor and the Lender as the 
     secured party, or other similar instruments or documents, filed under the 
     Uniform Commercial Code of all jurisdictions as may be necessary or, in 
     the opinion of the Lender, desirable to perfect the security interest of 
     the Lender pursuant to such Security Agreement; and

          (b      executed copies of proper Uniform Commercial Code Form UCC-3 
     termination statements, if any, necessary to release all Liens and other 
     rights of any Person in any collateral described in such Security 
     Agreement previously granted by any Person together with such other 
     Uniform Commercial Code Form UCC-3 termination statements as the Lender 
     may reasonably request from the Borrower.
 
     SECTION VI.1.6.  Consents and Mortgage Consents.  The Lender shall have 
received true and correct copies, certified by the Borrower, of all Mortgage 
Consents and Consents required in connection with the Properties to be 
encumbered by Mortgages delivered pursuant to Section 6.1.7 or the Security 
Agreements delivered pursuant to Section 6.1.5, respectively.

     SECTION VI.1.7.  Mortgage.  The Lender shall have received counterparts of 
a Mortgage, or amendments to Mortgages previously delivered under the Existing 
Agreement, relating to the Hydrocarbon Interests and related Oil and Gas 
Properties of the Borrower and its Subsidiaries that are included in the 
Lender's determination of the initial Borrowing Base, dated as of a recent date,
duly executed by the Borrower and/or its Subsidiaries, as applicable, together 
with

          (a      evidence of the completion (or satisfactory arrangements for 
     the completion) of all recordings and filings of such Mortgage or 
     amendments 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;

          (b)     favorable mortgagee's title opinions in favor of the Lender 
     (in form and substance and issued by title counsel reasonably satisfactory 
     to the Lender, substantially in the form of Exhibit I-2 hereto), with 
     respect to the Property purporting to be covered by the Mortgage setting 
     forth the working interest and net revenue interest of the Borrower and/or 
     its Subsidiaries in such Properties and opining that the Borrower's and/or 
     its Subsidiaries' title to such property is good and marketable and valid 
     and that the interests created by the Mortgage constitute valid first 
     Liens thereon free and clear of all defects and encumbrances other than as 
     approved by the Lender; and

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

     SECTION VI.1.8.  Opinions of Counsel.  The Lender shall have received 
opinions, dated the date of the initial borrowing and addressed to the Lender, 
from

          (a)     Kruse, Landa & Maycock, L.L.C., counsel to the Borrower, 
     Future California, the Partners, the Partnership Subsidiaries and Carl 
     Price, substantially in the form of Exhibit H hereto;
     
          (b)     Thompson & Knight, P.C., counsel to EnCap Equity 1994 
     Limited Partnership, substantially in the form of Exhibit H hereto;

          (c)     Lowrey & Millikin, L.L.P., counsel to Bargo Energy 
     Resources, Ltd., substantially in the form of Exhibit H hereto;

          (d)     Hobson Audley Hopkins & Wood, counsel to Energy Capital 
     Investment Company PLC, substantially in the form of Exhibit H hereto; and

          (e)     Tim J. Lewy, as to the Chevron South Coles Levee Property, 
     Phillip R. Wahl, as to the Racoon Bend Property, and Liskow & Lewis and 
     Phillip R. Wahl, as to Cody Properties, special title counsel to the 
     Borrower, substantially in the form of Exhibit I-1 hereto.

     SECTION VI.1.9.  UCC-11s.  The Lender shall have received certified copies 
of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or 
a similar search report certified by a party acceptable to the Lender, dated a 
date reasonably near to the date of the initial Borrowing, listing all effective
financing statements which name the Borrower, its Subsidiaries, and each other 
Obligor (under their present names and any previous names) as the debtor and 
which are filed in the jurisdictions in the States of Texas and the State of 
residence (if outside the State of Texas) and the Borrower and its Subsidiaries 
in the States of Utah, Oklahoma, New Mexico and California, together with copies
of such financing statements (none of which shall cover any collateral described
in the Existing Mortgages).

     SECTION VI.1.10.  Evidence of Insurance.  The Lender shall have received 
certificates of insurance satisfactory to it evidencing the existence of all 
insurance required to be maintained by the Borrower by this Agreement and the 
other Loan Documents.

     SECTION VI.1.11.  Engineering Reports.  The Lender shall have received an 
Engineering Report, dated as of August 1, 1998, from T.J. Smith & Company, as 
to the Mortgaged Properties.

     SECTION VI.1.12.  Environmental Report.  The Lender shall have 
received the Phase I environmental assessments prepared by Environmental 
Compliance Associate with respect to the Cody Properties, the Chevron South 
Coles Levee Property, and the Raccoon Bend Property; a completed environmental 
disclosure questionnaire and such other information with respect to the 
ownership and past use of the Mortgaged Properties as the Lender may reasonably 
request, and such reports and questionnaire shall be satisfactory in form, 
substance and scope to the Lender.  

     SECTION VI.1.13.  Budget.  The Lender shall have received a budget for the 
Borrower for the twelve (12) months immediately following the Effective Date, in
form, scope and detail reasonably satisfactory to the Lender.  The budget shall
contain, among other things, a quarterly projection of Capital Expenditures 
showing the proposed use of proceeds from Loans.

     SECTION VI.1.14.  Amended and Restated Security Documents.  The documents, 
instruments and agreements comprising or evidencing the collateral security for 
the Existing Agreement (including that certain Master Subordination Agreement 
dated as of August 14, 1998, among the Lender, the Borrower and its Subsidiaries
and the Existing Creditors, as the same has been amended) shall each have been 
amended, or amended  and restated to provide that such documents, instruments 
and agreements secure the Obligations, in each case pursuant to instruments in 
form and substance satisfactory to the Lender and its counsel.

     SECTION VI.1.15.  Other Documents.  The Lender shall have received such 
other documents, including Approvals, as it may reasonably request.

     SECTION VI.1.16. Closing Fees, Expenses, etc.  The Lender shall have 
received all reasonable costs and expenses due and payable pursuant to 
Sections 3.3 and 10.3, if then invoiced.

     SECTION VI.2.  Inclusion of Hydrocarbon Interests in the Borrowing Base. 
The inclusion of any additional Hydrocarbon Interests in the Borrowing Base, 
including the Cody Properties, the Chevron South Coles Levee Property and the 
Raccoon Bend Property, is subject to the following conditions having been 
satisfied and receipt by the Lender of the following documents, in each case 
with respect to each Hydrocarbon Interests and related Oil and Gas Properties 
which the Borrower requests be included in the Borrowing Base, and each of which
conditions and documents shall be satisfactory to the Lender in form and 
substance:

     SECTION VI.2.1.  Environmental Report.  The Lender shall have 
received Phase I environmental assessments as of a recent date prepared by an 
environmental consulting firm as shall be acceptable to the Lender, a completed 
environmental disclosure questionnaire and such other information with respect 
to the ownership and past use of the Mortgaged Properties relating to such 
Hydrocarbon Interests as the Lender may reasonably request, and such reports and
questionnaire shall be satisfactory in form, substance and scope to the Lender.

     SECTION VI.2.2.  Mortgage.  The Lender shall have received counterparts of 
a Mortgage relating to such Hydrocarbon Interests and related Oil and Gas 
Properties, dated as of a recent date, duly executed by the Borrower and/or its 
Subsidiaries, as applicable, together with

          (a)     evidence of the completion (or satisfactory arrangements for 
     the completion) of all recordings and filings of such Mortgage 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;

          (b)     favorable mortgagee's title opinions in favor of the Lender 
     (in form and substance and issued by title counsel reasonably satisfactory 
     to the Lender, substantially in the form of Exhibit I-2 hereto), with 
     respect to the Property purporting to be covered by the Mortgage setting 
     forth the working interest and net revenue interest of the Borrower and/or 
     its Subsidiaries in such Properties and opining that the Borrower's and/or 
     its Subsidiaries' title to such property is good and marketable and valid 
     and that the interests created by the Mortgage constitute valid first 
     Liens thereon free and clear of all defects and encumbrances other than as 
     approved by the Lender; and

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

     SECTION VI.2.3.  UCC-11s.  The Lender shall have received certified copies 
of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or 
a similar search report certified by a party acceptable to the Lender, dated as 
of a recent date, listing all effective financing statements which name the 
Borrower or its Subsidiaries (under their present names and any previous names) 
as the debtor and which are filed in the jurisdictions in the State of Texas or 
the state in which such Oil and Gas Properties are located and in which the 
Mortgage referenced in Section 6.2.2. is to be filed, together with copies of 
such financing statements (none of which shall cover any collateral described in
any such Mortgage).

     SECTION VI.2.4.  Evidence of Insurance.  The Lender shall have received 
certificates of insurance satisfactory to it evidencing the existence of all 
insurance required to be maintained by the Borrower by this Agreement and the 
other Loan Documents with respect to the Hydrocarbon Interests and related Oil 
and Gas Properties being added to the Borrowing Base.

     SECTION VI.2.5.  Engineering Reports.  The Lender shall have received an 
Engineering Report, dated as of a recent date from a petroleum engineer 
reasonably acceptable to the Lender, as to the Hydrocarbon Interests being added
to the Borrowing Base; provided that, as to the Acquisitions of the Cody 
Properties, the Chevron South Coles Levee Property and the Raccoon Bend 
Property, such Engineering Reports shall be delivered to Lender not less than 
thirty (30) days before the date of closing of such Acquisition.

     SECTION VI.2.6.  Material Contracts and Related Consents; Security 
Agreement.  The Lender shall have received true and correct copies, certified by
the Borrower, and approved the form and substance of, each Material Contract 
related to the Hydrocarbon Interests being added to the Borrowing Base.  In 
addition, the Lender shall have received duly executed counterparts of a 
Security Agreement or, if applicable, amendments to an existing Security 
Agreement which add any such Material Contract to the Collateral (as defined in 
the Security Agreement), a Consent, all Approvals and, as applicable, a Mortgage
Consent, for each such Material Contract, dated as of a recent date.

     SECTION VI.2.7.  Guaranties.  The Lender shall have received duly executed 
counterparts of a Guaranty from any Subsidiary of the Borrower which is adding 
Hydrocarbon Interests to the Borrowing Base, unless such a Guaranty has already 
been delivered to the Lender in connection with a previous addition to the 
Borrowing Base or on the Effective Date.

     SECTION VI.2.8.  Additional Stock or Partnership Pledge. The Lender shall 
have received executed counterparts of the Pledge Agreement, dated not later 
than the date of such Loan, duly executed by the Borrower or the applicable 
Guarantor pledging its interest in the capital stock or partnership interest, as
the case may be, of any Subsidiary which is adding Hydrocarbon Interests to the 
Borrowing Base, unless such Pledge Agreement has already been delivered to the 
Lender, accompanied by the original share certificate evidencing such capital 
stock and executed stock powers (in blank) and the evidence of satisfactory 
arrangement for the completion of all filings and recordings of the Pledge 
Agreement as may be necessary or, in the reasonable opinion of the Lender, 
desirable, effectively to create a valid, perfected first priority lien against 
and security interest in the collateral covered thereby.

     SECTION VI.2.9.  Other Documents.  The Lender shall have received such 
other documents as it may reasonably request.

     SECTION VI.3.  Loan in Connection with the Bargo-Future Transaction.  The 
obligation of the Lender to make any Loan to finance the Bargo-Future 
Transaction shall be subject to the satisfaction of each of the conditions 
precedent set forth in this Section 6.3, each of which conditions and documents 
shall be satisfactory to the Lender in form and substance:

     SECTION VI.3.1.  Bargo-Future Agreement.  The Lender shall have received 
a certificate signed by an Authorized Officer of the Borrower, dated as of the 
date hereof, stating that: (1) the conditions precedent to the Bargo-Future 
Transaction have been satisfied without waiver or forbearance; (ii) the 
representations and warranties of the Borrower set forth in the Bargo-Future 
Transaction are true and correct as of the Effective Date; (iii) each other 
party to the Bargo-Future Transaction has certified to the Borrower that its 
representations and warranties set forth in the Bargo-Future Agreement are true 
and correct in all material respects; (iv) the Bargo-Future Agreement has not 
been amended in any material respect; (v) attached thereto are true and complete
copies of the definitive Bargo-Future Agreement; and (vi) the Bargo-Future 
Transaction shall be consummated substantially contemporaneously therewith.  The
final form of the Bargo-Future Agreement shall be substantially in the form of 
the December 9, 1998, draft thereof previously furnished to the Lender, with 
only such changes as shall be acceptable to the Lender.

     SECTION VI.3.2.  Security Documents.  The Lender shall have received 
executed counterparts of 

          (i) the Pledge Agreement, dated not later than the date of such
     Loan, duly executed by each of BEC and TJG, and amendments to the Pledge 
     Agreement previously delivered by Bargo under the Existing Agreement, in 
     each case pledging its interest in the capital stock of the Borrower, 
     accompanied by the original share certificate evidencing such capital 
     stock and executed stock powers (in blank) and the evidence of 
     satisfactory arrangement for the completion of all filings and recordings 
     of the Pledge Agreement as may be necessary or, in the reasonable opinion 
     of the Lender, desirable, effectively to create a valid, perfected first 
     priority lien against and security interest in the collateral covered 
     thereby, and 

          (ii) the Security Agreement, dated not later than the date of such 
     Loan, duly executed by the Borrower and each Subsidiary of the Borrower 
     that receives assets in connection with the Bargo-Future Transaction 
     together with

               (a)     executed copies of Uniform Commercial Code financing 
          statements (Form UCC-1), in proper form for filing, naming the 
          Borrower (or its Subsidiary, as applicable) as the debtor and the 
          Lender as the secured party, or other similar instruments or 
          documents, filed under the Uniform Commercial Code of all 
          jurisdictions as may be necessary or, in the opinion of the Lender, 
          desirable to perfect the security interest of the Lender pursuant to 
          such Security Agreement; and

               (b)     executed copies of proper Uniform Commercial Code Form 
          UCC-3 termination statements, if any, necessary to release all Liens 
          and other rights of any Person in any collateral described in such 
          Security Agreement previously granted by any Person together with 
          such other Uniform Commercial Code Form UCC-3 termination statements 
          as the Lender may reasonably request from the Borrower.

     SECTION VI.3.3.  Consents, Mortgage Consent and Approvals.  The Lender 
shall have received true and correct copies, certified by the Borrower, of all 
Consents, Approvals and Mortgage Consents pertaining to the Bargo-Future 
Transaction.

     SECTION VI.3.4.  Opinion of Counsel.  The Lender shall have received an 
opinion of counsel to BEC and TJG pertaining to the Pledge Agreements executed 
by each of them.

     SECTION VI.3.5.  Pro Forma Financials.  The Lender shall have received pro 
forma financial statements of the Borrower and its consolidated Subsidiaries, 
after giving effect to the Bargo-Future Transaction and shall have received 
evidence of the cancellation of all subordinated Indebtedness of the Borrower 
previously held by BEC and TJG.

     SECTION VI.3.6.  Other Documents.  The Lender shall have received such 
other documents as it may reasonably request.

     SECTION VI.4.  Raccoon Bend Deposit Loan.   The obligation of the Lender 
to make any Loan to finance an earnest money deposit in connection with the 
proposed Acquisition of the Raccoon Bend Property shall be subject to the 
satisfaction of each of the conditions precedent set forth in this Section 6.4, 
each of which conditions and documents shall be satisfactory to the Lender in 
form and substance:

     SECTION VI.4.1.  Acquisition Agreement.  The Lender shall have received a 
certified copy of the Acquisition Agreement pertaining to the Raccoon Bend 
Property, or if such Acquisition Agreement has not yet been executed, a deposit 
agreement pursuant to which such earnest money deposit shall be repaid to the 
Borrower in the event that such Acquisition Agreement is not executed by both 
Exxon Corporation and the Borrower or one of its Subsidiaries.

     SECTION VI.4.2.  Other Documents.  The Lender shall have received such 
other documents as it may reasonably request.

     SECTION VI.5.  EnCap Pay-off Loan.  The obligation of the Lender to make 
any Loan to finance repayment of the subordinated Indebtedness of the Borrower 
to  EnCap Equity 1994 Limited Partnership and Energy Capital Investment Company 
PLC shall be subject to the satisfaction of each of the conditions precedent set
forth in this Section 6.5, each of which conditions and documents shall be 
satisfactory to the Lender in form and substance:

     SECTION VI.5.1.  Documentation. The Lender shall have received evidence of 
the cancellation or repayment in full of all subordinated Indebtedness of the 
Borrower held by EnCap Equity 1994 Limited Partnership and Energy Capital 
Investment Company.

     SECTION VI.5.2.  Completion of Acquisitions. The Lender shall have 
received evidence that the Acquisitions of the Cody Properties and the Chevron 
South Coles Levee Property have been completed.

     SECTION VI.5.3.  Other Documents.  The Lender shall have received such 
other documents as it may reasonably request.

     SECTION VI.6.  All Credit Extensions.  The obligation of the Lender to 
make any Credit Extension shall be subject to the satisfaction of each of the 
conditions precedent set forth in this Section 6.6.

     SECTION VI.6.1.  Compliance with Warranties, No Default, etc.  Both before 
and after giving effect to any Credit Extension (but, if any Default of the 
nature referred to in Section 9.1.5 shall have occurred with respect to any 
other Indebtedness, without giving effect to the application, directly or 
indirectly, of the proceeds of any Borrowing) the following statements shall be 
true and correct 

          (a)     the representations and warranties set forth in Article VII 
     (excluding, however, those contained in Section 7.9) shall be true and 
     correct with the same effect as if then made (unless stated to relate 
     solely to an earlier date, in which case such representations and 
     warranties shall be true and correct in all material respects as of such 
     earlier date);

          (b)     except as disclosed by the Borrower to the Lender pursuant 
     to Section 7.9

               (i)     no labor controversy, litigation, arbitration or 
          governmental investigation or proceeding shall be pending or, to the 
          knowledge of the Borrower, threatened against the Borrower or any of 
          its Subsidiaries which has or might reasonably be expected to have 
          a Material Adverse Effect; and

               (ii)     no development shall have occurred in any labor 
          controversy, litigation, arbitration or governmental investigation 
          or proceeding disclosed pursuant to Section 7.9 which has or might 
          reasonably be expected to have a Material Adverse Effect; and

          (c)     no Default shall have then occurred and be continuing, and 
     neither the Borrower nor any other Obligor are in material violation of 
     any Applicable Law or court order or decree if such violation has or might 
     reasonably be expected to have a Material Adverse Effect.

     SECTION VI.6.2.  Credit Request.  The Lender shall have received a 
Borrowing Request or Issuance Request, as the case may be, for such Credit 
Extension.  Each of the delivery of a Borrowing Request or an Issuance Request 
and the acceptance by the Borrower of the proceeds of the Borrowing or the 
issuance of the Letter of Credit as applicable, shall constitute a 
representation and warranty by the Borrower that on the date of such Borrowing 
(both immediately before and after giving effect to such Borrowing and the 
application of the proceeds thereof) or the issuance of the Letter of Credit, as
applicable, the statements made in Section 6.6.1 are true and correct.

     SECTION VI.6.3.  Satisfactory Legal Form.  All documents executed or 
submitted pursuant hereto by or on behalf of the Borrower or any of its 
Subsidiaries shall be reasonably satisfactory in form and substance to the 
Lender and its counsel; the Lender and its counsel shall have received all 
information, approvals, opinions, documents or instruments as the Lender or its 
counsel may reasonably request.

                         ARTICLE VII

                    REPRESENTATIONS AND WARRANTIES

     In order to induce the Lender to enter into this Agreement and to make 
Loans and to issue Letters of Credit hereunder, the Borrower represents and 
warrants unto the Lender as set forth in this Article VII.

     SECTION VII.1.  Organization, etc.  The Borrower is a Utah corporation and 
each of the Subsidiaries is a corporation or limited partnership, validly 
organized and existing and in good standing under the laws of the jurisdiction 
of its organization, is duly qualified to do business and is in good standing as
a foreign limited partnership or corporation, as the case may be, in each 
jurisdiction where the nature of its business requires such qualification, where
the failure so to qualify would have a Material Adverse Effect, and has full 
power and authority and holds all requisite governmental licenses, permits and 
other approvals to enter into and perform its Obligations under this Agreement, 
the Notes and each other Loan Document to which it is a party and to own and 
hold under lease its Property and to conduct its business substantially as 
currently conducted by it, in each case where the failure so to do would have a 
Material Adverse Effect.  As of the Effective Date, the Principal Shareholders 
are the owners of 83% of the issued and outstanding shares of the Borrower.  The
Borrower is the sole shareholder of Future California and of each Partner.  The 
Partners are the sole partners of the Partnership Subsidiaries.  As of the 
Effective Date, the Borrower has no Subsidiaries other than as listed in 
Schedule II.

     SECTION VII.2.  Due Authorization, Non-Contravention, etc.  The execution, 
delivery and performance by the Borrower and each other Obligor of this 
Agreement, the Notes and each other Loan Document executed or to be executed by 
it are within the Borrower's and each such Obligor's partnership (or corporate 
or other, as the case may be) powers, have been duly authorized by all necessary
partnership (or corporate or other, as the case may be) action, and do not 

          (a)     contravene the Borrower's or such Obligor's Organic 
     Documents; 

          (b)     contravene or result in any violation of or default under 
     any Applicable Law or any material contractual restriction, court decree 
     or order, in each case binding on or affecting the Borrower or any other 
     Obligor or any Properties, businesses, assets or revenues of the Borrower;

          (c)     result in, or require the creation or imposition of, any 
     Lien on (except for the Liens of the Loan Documents) any of the Borrower's 
     or any other Obligor's Properties, businesses, assets or revenues.

     SECTION VII.3.  Government Approval, Regulation, etc.  No authorization or 
approval or other action by, and no notice to or filing with, any Government 
Agency or other Person is required for the due execution, delivery or 
performance by the Borrower or any other Obligor of this Agreement, the Notes or
any other Loan Document to which it is a party. 

     SECTION VII.4.  Investment Company Act.  Neither the Borrower, its 
Subsidiaries nor any Affiliate thereof, is an "investment company" within the 
meaning of the Investment Company Act of 1940, as amended.

     SECTION VII.5.  Public Utility Holding Company Act.  Neither the Borrower 
nor any of its Subsidiaries is a "holding company" or a "subsidiary company" of 
a "holding company", or an "affiliate" of a "holding company" or of a 
"subsidiary company" of a "holding company", within the meaning of the Public 
Utility Holding Company Act of 1935, as amended.

     SECTION VII.6.  Validity, etc.  This Agreement constitutes, and the Notes 
and each other Loan Document executed by the Borrower or any of its Subsidiaries
will, on the due execution and delivery thereof, constitute, the legal, valid 
and binding obligations of the Borrower and such Subsidiaries, as applicable, 
enforceable in accordance with their respective terms, and each Loan Document 
executed pursuant hereto by each other Obligor will, on the due execution and 
delivery thereof by such Obligor, be the legal, valid and binding obligation of 
such Obligor enforceable in accordance with its terms, in each case subject to 
the effect of any applicable bankruptcy, insolvency, reorganization, moratorium 
or similar laws affecting creditors' rights generally.

     SECTION VII.7.  Financial Information.  The audited consolidated balance 
sheets of the Borrower and each of its consolidated Subsidiaries as at 
December 31, 1997 and the related consolidated unaudited statements of 
operations and cash flow of the Borrower and each of its Subsidiaries, copies of
which have been furnished to the Lender, have been prepared in accordance with 
GAAP consistently applied, and present fairly the consolidated financial 
condition of the partnerships and corporations covered thereby as at the date 
thereof and the results of their unaudited operations for the period then ended,
and show all material Indebtedness of the Borrower and its consolidated 
Subsidiaries, as of the date thereof, including liabilities for taxes, material 
commitments and Contingent Liabilities.

     SECTION VII.8.  No Material Adverse Change.  Since the date of the audited 
financial statements described in Section 7.7, there has been no change in the 
financial condition, operations, assets, business, Properties or prospects of 
the Borrower or its Subsidiaries that has or might reasonably be expected to 
have a Material Adverse Effect.

     SECTION VII.9.  Litigation, Labor Controversies, etc.  There is no pending 
or, to the knowledge of the Borrower, threatened litigation, action, proceeding,
or labor controversy affecting the Borrower or any of its Subsidiaries, or any 
of their respective Properties, businesses, assets or revenues, which has or 
might reasonably be expected to have a Material Adverse Effect, except as 
disclosed in Item 7.9 ("Litigation") of the Disclosure Schedule.

     SECTION VII.10.  Ownership of Properties.  Each of the Borrower and each 
of its Subsidiaries has good and merchantable title to its Properties 
(including, without limitation, all Hydrocarbon Interests), free and clear of 
all Liens except (a) those referred to in the financial statements referred to 
in Section 7.7, (b) as disclosed to the Lender in the Disclosure Schedule or (c)
as permitted by Section 8.2.3.  After giving full effect to all Liens permitted 
under Section 8.2.3, the Borrower and its Subsidiaries own the net interests in 
Hydrocarbons produced from the Oil and Gas Properties as reflected in the most 
recent Engineering Report, and neither the Borrower nor any of its Subsidiaries 
is obligated to bear costs or expenses in respect of the Oil and Gas Properties 
in excess of its working interest percentage as reflected in the most recent 
Engineering Report.

     SECTION VII.11.  Taxes.  Each of the Borrower and its Subsidiaries has 
filed all Federal and other tax returns and reports required by Applicable Law 
to have been filed by it and has paid all taxes and other governmental charges 
thereby shown to be owing, except any such taxes or charges which are being 
diligently contested in good faith by appropriate proceedings and for which 
adequate reserves in accordance with GAAP shall have been set aside on its 
books.

     SECTION VII.12.  Pension and Welfare Plans.  During the twelve-
consecutive-month period prior to the Effective Date and prior to the date of 
any borrowing hereunder, no steps have been taken to terminate any Pension Plan,
and no contribution failure has occurred with respect to any Pension Plan 
sufficient to give rise to a Lien under section 302(f) of ERISA.  No condition 
exists or event or transaction has occurred with respect to any Pension Plan 
which might result in the incurrence by the Borrower or any member of the 
Controlled Group of any material liability, fine or penalty.  Except as 
disclosed in Item 7.12 ("Employee Benefit Plans") of the Disclosure Schedule or 
as otherwise reflected in the Financial Statements of the Borrower and its 
consolidated Subsidiaries, neither the Borrower nor any member of the Controlled
Group has any contingent liability with respect to any post-retirement benefit 
under a Welfare Plan, other than liability for continuation coverage described 
in Part 6 of Title I of ERISA.

     SECTION VII.13.  Compliance with Law.  Neither the Borrower nor any of its 
Subsidiaries (a) is in violation of any Applicable Law of, or the terms of any 
Approval issued by, any Government Agency; or (b) has failed to obtain any 
Approval necessary to ownership of any of its properties or the conduct of its 
business (including without limitation any such authorization from the Federal 
Energy Regulatory Commission or any state conservation commission or similar 
body); which violation or failure could reasonably be expected to have a 
Material Adverse Effect.

     SECTION VII.14.  Claims and Liabilities.  Except as disclosed to the 
Lender in Item 7.14 ("Claims and Liabilities") of the Disclosure Schedule, 
neither the Borrower nor any of its Subsidiaries has accrued any liabilities 
under gas purchase contracts for gas not taken, but for which it is liable to 
pay if not made up and which, if not paid, would have a Material Adverse Effect.
Except as disclosed to the Lender in Item 7.14 of the Disclosure Schedule, no 
claims exist against the Borrower or any of its Subsidiaries for gas imbalances 
which claims if adversely determined would have a Material Adverse Effect.  No 
purchaser of product supplied by the Borrower or any of its Subsidiaries has any
claim against the Borrower or any of its Subsidiaries for product paid for, but 
for which delivery was not taken as and when paid for, which claim if adversely 
determined would have a Material Adverse Effect. 

     SECTION VII.15.  No Prohibition on Perfection of Security Documents.  None 
of the terms or provisions of any indenture, mortgage, deed of trust, agreement 
or other instrument to which the Borrower or any of its Subsidiaries is a party 
or by which the Borrower or any of its Subsidiaries or the property of the 
Borrower or any of its Subsidiaries is bound prohibit the filing or recordation 
of any of the Loan Documents or any other action which is necessary or 
appropriate in connection with the perfection of the Liens evidenced and created
by any of the Loan Documents.

     SECTION VII.16.  Solvency.  Neither the Borrower nor any of its 
Subsidiaries is "insolvent", as such term is used and defined in the United 
States Bankruptcy Code, 11 U.S.C.   101, et seq.

     SECTION VII.17.  Environmental Warranties.  As a reasonable and prudent 
operator of oil and gas producing properties, in the ordinary course of its 
business, the Borrower has conducted, with respect to the Acquired Properties 
and its existing Oil and Gas Properties, and, on an ongoing basis, conducts a 
review of the effect of Environmental Laws on business, operations and 
Properties of the Borrower and its Subsidiaries, in the course of which it 
identifies and evaluates associated liabilities and costs (including any capital
or operating expenditures required for Remedial Action or other clean-up or 
closure of Properties presently owned or operated, any capital or operating 
expenditures required for Remedial Action or otherwise to achieve or maintain 
compliance with environmental protection standards imposed by any Environmental 
Law or as a condition of any Approval, license, permit or contract, any related 
constraints on operating activities, including any periodic or permanent 
shutdown of any facility or reduction in the level of or change in the nature of
operations conducted thereat and any actual or potential liabilities to third 
parties, including employees, and any related costs and expenses).  On the basis
of this review, the Borrower has reasonably concluded that, except as disclosed 
in Item 7.17 ("Environmental Matters") of the Disclosure Schedule, to the best 
of its knowledge after due inquiry:

          (a)     all facilities and Property (including underlying 
     groundwater) owned, leased or operated by the Borrower or any of its 
     Subsidiaries have been, and continue to be, owned, leased or operated by 
     the Borrower or any of its Subsidiaries in compliance with all 
     Environmental Laws where the failure to do so could reasonably be expected 
     to have a Material Adverse Effect;

          (b)     there have been no past, and there are no pending or 
     threatened

               (i)     claims, complaints, notices or inquiries to, or 
          requests for information received by, the Borrower or any of its 
          Subsidiaries with respect to any alleged violation of any 
          Environmental Law, that, singly or in the aggregate, have or may 
          reasonably be expected to have a Material Adverse Effect, or
          
               (ii)     claims, complaints, notices or inquiries to, or 
          requests for information received by, the Borrower or any of its 
          Subsidiaries regarding potential liability under any Environmental 
          Law or under any common law theories relating to operations or the 
          condition of any facilities or Property (including underlying 
          groundwater) owned, leased or operated by the Borrower or any of its 
          Subsidiaries that, singly or in the aggregate, have, or may 
          reasonably be expected to have a Material Adverse Effect;
     
          (c)     there have been no Releases of Hazardous Materials at, on or 
     under any Property now or previously owned or leased by the Borrower or 
     any of its Subsidiaries that, singly or in the aggregate, have, or may 
     reasonably be expected to have, a Material Adverse Effect;

          (d)     each of the Borrower or any of its Subsidiaries, as 
     applicable, has been issued and is in compliance with all permits, 
     certificates, approvals, licenses and other authorizations relating to 
     environmental matters and necessary or desirable for its business where 
     the failure to do so could reasonably be expected to have a Material 
     Adverse Effect;

          (e)     no Property now or previously owned, leased or operated by 
     the Borrower or any of its Subsidiaries is listed or proposed for listing 
     on the National Priorities List pursuant to CERCLA, or, to the extent that 
     such listing may, singly or in the aggregate, have, or may reasonably be 
     expected to have a Material Adverse Effect, on the CERCLIS or on any other 
     similar federal or state list of sites requiring investigation or clean-
     up;

          (f)     there are no underground storage tanks, active or abandoned, 
     including petroleum storage tanks, on or under any Property now or 
     previously owned, leased or operated by the Borrower or any of its 
     Subsidiaries that, singly or in the aggregate, have, or may reasonably be 
     expected to have, a Material Adverse Effect;
     
          (g)     neither the Borrower nor any Subsidiaries of the Borrower 
     has directly transported or directly arranged for the transportation of 
     any Hazardous Material to any location which is listed or proposed for 
     listing on the National Priorities List pursuant to CERCLA, or, to the 
     extent that such listing may, singly or in the aggregate, have, or may 
     reasonably be expected to have a Material Adverse Effect, on the CERCLIS 
     or on any similar federal or state list or which is the subject of 
     federal, state or local enforcement actions or other investigations which 
     may lead to material claims against the Borrower or any of its 
     Subsidiaries for any remedial work, damage to natural resources or 
     personal injury, including claims under CERCLA;
     
          (h)     there are no polychlorinated biphenyls, radioactive 
     materials or friable asbestos present at any Property now or previously 
     owned or leased by the Borrower or any of its Subsidiaries that, singly or 
     in the aggregate, have, or may reasonably be expected to have, a Material 
     Adverse Effect; and

          (i)     no condition exists at, on or under any property now or 
     previously owned or leased by the Borrower or any of its Subsidiaries 
     which, with the passage of time, or the giving of notice or both, would 
     give rise to material liability under any Environmental Law that, singly 
     or in the aggregate have, or may reasonably be expected to have a Material 
     Adverse Effect.

     SECTION VII.18.  Regulations G, U and X.  Neither the Borrower nor any of 
its Subsidiaries is engaged in the business of extending credit for the purpose 
of purchasing or carrying margin stock, and no proceeds of any Loans will be 
used for a purpose which violates, or would be inconsistent with, F.R.S. Board 
Regulation G, U or X.  Terms for which meanings are provided in F.R.S. Board 
Regulation G, U or X or any regulations substituted therefor, as from time to 
time in effect, are used in this Section with such meanings.

     SECTION VII.19.  Year 2000 Compliance.

     (a)     The Borrower is: (i) developing a review and assessment 
program of all areas with its and each of its Subsidiaries' businesses and 
operations (including those affected by suppliers and vendors) that could be 
adversely affected by the "Year 2000 Problem" (that is, the risk that computer 
applications (as well as imbedded microchips) used by the Borrower or any of its
Subsidiaries (or any of their suppliers and vendors) may be unable to recognize 
and perform properly date-sensitive functions involving certain dates prior to 
and any date after December 31, 1999); (ii)  developing a plan and a timetable 
for addressing the Year 2000 Problem on a timely basis; and (iii) to date, 
implementing that plan in accordance with that timetable.

     (b)     The Borrower reasonably believes that all computer 
applications (including those of their suppliers and vendors) that are material 
to its or its Subsidiaries' businesses and operations will, on a timely basis, 
be able to perform properly date-sensitive functions for all dates before and 
after January 1, 2000, (that is, be "Year 2000 Compliant"), except to the extent
that a failure to do so could not reasonably be expected to have a Material 
Adverse Effect."

      SECTION VII.20.  Insurance.  The Borrower and its Subsidiaries have the 
benefit of the insurance coverage described in the certificates of insurance 
delivered pursuant to Section 6.1.10 and required to be maintained pursuant to 
Section 8.1.4.

     SECTION VII.21.  Accuracy of Information.  All factual information 
heretofore or contemporaneously furnished by or on behalf of the Borrower or any
of its Subsidiaries in writing to the Lender for purposes of or in connection 
with this Agreement or any transaction contemplated hereby (including without 
limitation each Engineering Report) is, and all other such factual information 
hereafter furnished by or on behalf of the Borrower or any of its Subsidiaries 
to the Lender will be, true and accurate in every material respect on the date 
as of which such information is dated or certified and as of the date of 
execution and delivery of this Agreement by the Lender, and such information is 
not, or shall not be, as the case may be, incomplete by omitting to state any 
material fact necessary to make such information not misleading.  

                              ARTICLE VIII

                               COVENANTS

     SECTION VIII.1.  Affirmative Covenants.  The Borrower agrees with the 
Lender that, until all Commitments have terminated and all Obligations have been
paid and performed in full, the Borrower and each of its Subsidiaries will 
perform the obligations set forth in this Section 8.1.

     SECTION VIII.1.1.  Financial Information, Reports, Notices, etc.  
The Borrower will furnish, or will cause to be furnished, to the Lender copies 
of the following financial statements, reports, notices and information:

          (a)     as soon as available and in any event within 45 days after 
     the end of each of the first three Fiscal Quarters of each Fiscal Year of 
     the Borrower, consolidated and consolidating balance sheets of the 
     Borrower and its consolidated Subsidiaries as of the end of such Fiscal 
     Quarter and consolidated and consolidating statements of operations and 
     cash flow of the Borrower and its consolidated Subsidiaries for such 
     Fiscal Quarter and for the period commencing at the end of the previous 
     Fiscal Year and ending with the end of such Fiscal Quarter, certified by 
     the chief financial Authorized Officer of the Borrower;

          (b)     as soon as available and in any event within 90 days after 
     the end of each Fiscal Year of the Borrower, a copy of the annual audit 
     report for such Fiscal Year for the Borrower and its consolidated 
     Subsidiaries, including therein the audited consolidated and consolidating 
     balance sheets of the Borrower and its consolidated Subsidiaries as of the 
     end of such Fiscal Year and audited statements of operations and cash flow 
     of the Borrower and its consolidated Subsidiaries for such Fiscal Year, in 
     the case of such audited financials, each case certified (without any 
     Impermissible Qualification) in a manner reasonably acceptable to the 
     Lender by an independent public accountant acceptable to the Lender, 
     together with a certificate from the Chief Financial Officer of the 
     Borrower from such accountants containing a computation of, and showing 
     compliance with, each of the financial ratios and restrictions contained 
     in Section 8.2.4 and to the effect that, in making the examination 
     necessary for the signing of such annual report by such accountants, they 
     have not become aware of any Default that has occurred and is continuing, 
     or, if they have become aware of such Default, describing such Default and 
     the steps, if any, being taken to cure it;

          (c)     concurrently with the delivery of the financial statements 
     referred to in clauses (a) and (b), a certificate, executed by the 
     Authorized Officer of the Borrower, showing (in reasonable detail and with 
     appropriate calculations and computations in all respects reasonably 
     satisfactory to the Lender compliance with the financial covenants set 
     forth in Section 8.2.4 and also certifying, to such Authorized Officer's 
     best knowledge, that no Default has occurred and is then outstanding;
     
          (d)     on or prior to December 31st of each calendar year, a budget 
     for the Borrower for the following calendar year, in form, scope and 
     detail reasonably satisfactory to the Lender;
     
          (e)     as soon as possible and in any event within five (5) 
     Business Days after any responsible officer of the Borrower becomes aware 
     of the occurrence of each Default and any event which has or is reasonably 
     likely to have a Material Adverse Effect, a statement of an Authorized 
     Officer of the Borrower setting forth details of such Default or event and 
     the action which the Borrower has taken and proposes to take with respect 
     thereto;

          (f)     as soon as possible and in any event within five (5) 
     Business Days after any responsible officer of the Borrower becomes aware 
     of (x) the occurrence of any adverse development with respect to any 
     litigation, action, proceeding or labor controversy described in 
     Section 7.9 or (y) the commencement of any litigation, action, proceeding 
     or labor controversy of the type described in Section 7.9, notice thereof 
     and, to the extent reasonably requested by the Lender, copies of all 
     documentation relating thereto not subject to the attorney-client 
     privilege;

          (g)     as soon as possible and in any event within ten (10) days 
     after any responsible officer of the Borrower or any of its Subsidiaries 
     has actual knowledge thereof, notice of 

               (i)     any claim by any Person against the Borrower or any of 
          its Subsidiaries of nonpayment of, or 

               (ii)     any attempt by any Person to collect upon or enforce 

any accounts payable of the Borrower or any of its Subsidiaries, in the 
case of any single account payable in excess of $50,000, or in the case of 
all accounts payable in the aggregate in excess of $100,000;

          (h)     upon, but in no event later than ten (10) days after, any 
     responsible officer of the Borrower or any of its Subsidiaries becomes 
     aware of (i) any and all enforcement, cleanup, removal or other 
     governmental or regulatory actions instituted, completed or threatened or 
     other environmental claims against the Borrower or any Subsidiary or any 
     of its Properties pursuant to any applicable Environmental Laws which 
     could have a Material Adverse Effect, and (ii) any environmental or 
     similar condition on any real property adjoining or in the vicinity of the 
     property of the Borrower or any Subsidiary that could reasonably be 
     anticipated to cause such property or any part thereof to be subject to 
     any restrictions on the ownership, occupancy, transferability or use of 
     such property under any Environmental Laws;
     
          (i)     as soon as available and in any event within sixty (60) days 
     after January 1, 1999 and January 1st of each calendar year, an 
     Engineering Report from an independent petroleum engineering firm 
     acceptable to the Lender in its reasonable judgment, and as soon as 
     available and in any event within sixty (60) days after July lst of each 
     calendar year commencing in 1999, an Engineering Report from the 
     Borrower's internal reserve engineers, unless the Lender, at least sixty 
     (60) days before the required delivery date of such Engineering Report, 
     has requested that it be prepared by an independent petroleum engineering 
     firm reasonably acceptable to the Lender;
     
          (j)     promptly after (i) the sending or filing thereof, copies of 
     all reports which the Borrower sends to any of its security holders, 
     (ii) the sending or filing thereof, all material reports and registration 
     statements which the Borrower or any of its Subsidiaries files with the 
     Securities and Exchange Commission or any national securities exchange, 
     (iii) the filing thereof, copies of all tariff and rate cases and other 
     material reports filed with any regulatory authority (other than routine 
     operating reports), and (iv) receipt thereof, copies of all notices 
     received from any regulatory authority concerning material noncompliance 
     by the Borrower or any of its Subsidiaries with any applicable 
     regulations;

          (k)     immediately upon becoming aware of the institution of any 
     steps by the Borrower or any other Person to terminate any Pension Plan, 
     or the failure to make a required contribution to any Pension Plan if such 
     failure is sufficient to give rise to a Lien under section 302(f) of 
     ERISA, or the taking of any action with respect to a Pension Plan which 
     could result in the requirement that the Borrower furnish a bond or other 
     security to the PBGC or such Pension Plan, or the occurrence of any event 
     with respect to any Pension Plan which could result in the incurrence by 
     the Borrower of any material liability, fine or penalty, or any material 
     increase in the contingent liability of the Borrower with respect to any 
     post-retirement Welfare Plan benefit, notice thereof and copies of all 
     documentation relating thereto;
     
          (l)     promptly after the Borrower discovers or determines that any 
     computer application (including those of its suppliers or vendors) that is 
     material to the businesses or operations of the Borrower and its 
     Subsidiaries taken as a whole will not be Year 2000 Compliant on a timely 
     basis, notice thereof and a copy of the Borrower's plan for dealing with 
     such problem except to the extent such failure could not reasonably be 
     expected to have a Material Adverse Effect; and
     
          (m)     such other information respecting the condition or 
     operations, financial or otherwise, of the Borrower or any of its 
     Subsidiaries as the Lender may from time to time reasonably request 
     including operational and accounting information with respect to the 
     Mortgaged Properties including production volumes, revenues, operating 
     costs, drilling and completion reports and well test data.
     
     SECTION VIII.1.2.  Compliance with Laws, etc.  The Borrower will, and will 
cause each of its Subsidiaries to, comply with all Applicable Laws, except where
failure to so comply would not be reasonably expected to have a Material Adverse
Effect, such compliance to include (without limitation):

          (a)     the maintenance and preservation of its limited partnership 
     or corporate existence, as the case may be, and qualification as a foreign 
     limited partnership or corporation, as the case may be; provided that 
     nothing in this Section shall prohibit:  (i) mergers permitted under 
     Section 8.2.8 or (ii) the termination of the existence of a Subsidiary 
     (other than a Material Subsidiary) if the Borrower in good faith 
     determines that such termination is in the best interest of the Borrower; 
     and

          (b)     the payment, before the same become delinquent, of all 
     taxes, assessments and governmental charges imposed upon it or upon its 
     property except to the extent being diligently contested in good faith by 
     appropriate proceedings and for which adequate reserves in accordance with 
     GAAP shall have been set aside on its books.
     
     SECTION VIII.1.3.  Maintenance and Development of Properties.

          (a)     The Borrower will, and will cause each of its Subsidiaries 
     to, maintain (subject to any disposition permitted by Section 8.2.9), 
     preserve, protect and keep its Properties in good repair, working order 
     and condition (ordinary wear and tear excepted), and make necessary and 
     proper repairs, renewals and replacements so that its business carried on 
     in connection therewith may be properly conducted at all times in 
     accordance with standard industry practices.  In particular, the Borrower 
     will, and will cause each of its Subsidiaries to, operate or cause to be 
     operated its Oil and Gas Properties as a reasonable and prudent operator. 
      
          (b)     The Borrower shall use all reasonable efforts to develop and 
     bring into production in a prudent and businesslike manner all proved 
     developed non-producing reserves that the Lender has considered in its 
     determination of the Borrowing Base.
     
          (c)     The Borrower shall ensure that at all times it has available 
     to it, either through its employees or through independent contractors, 
     petroleum engineers with appropriate experience and expertise in the 
     proper operation and development of properties similar to the Mortgaged 
     Properties.

          (d)     So long as any Tranche B Loan is unpaid, promptly after the 
     drilling and completion of each well drilled on the Oil and Gas Properties 
     that have been considered by the Lender in the determination or 
     redetermination of the Borrowing Base or the Collateral Value, the 
     Borrower shall promptly request assignments of any interests earned by 
     virtue of such drilling and, within fifteen (15) days after the earlier to 
     occur of the receipt of such assignments or sixty (60) days after first 
     production from such well, shall deliver to the Lender:

          (i)     true and correct copies of any such assignments of record 
     title of the applicable Oil & Gas Properties into the Borrower or 
     its Subsidiary, as applicable,
     
          (ii)     true and correct copies of all required Consents, Mortgage 
     Consents and Approvals (including, if applicable, copies of 
     applications to the Mineral Board of the State of Louisiana for the 
     relevant Approvals) applicable to such assignments, 

          (iii)     original, executed and acknowledged counterparts of a 
     Mortgage or supplemental Mortgage and related amendments to 
     financing statements and

          (iv)     a favorable mortgagee's title opinion showing that the 
     Borrower or its Subsidiary, as applicable, is vested with good and 
     marketable title to interests in the applicable Mortgaged Property 
     consistent with the working interests and net revenue interest for 
     such property shown in the most recent Engineering Report and 
     showing that the interests created by such supplemental Mortgage 
     constitute valid first Liens thereon, free and clear of all defects 
     and encumbrances other than as approved by the Lender, 
     
in each case, in form and substance satisfactory to the Lender.

     SECTION VIII.1.4.  Insurance.  The Borrower will, and will cause each of 
its Subsidiaries to, maintain or cause to be maintained with responsible 
insurance companies insurance with respect to its properties and business 
against such casualties and contingencies and of such types and in such amounts 
as is customary in the case of similar businesses (including, where appropriate,
well control, operator's extra expense and remediation insurance) and will 
furnish to the Lender at reasonable intervals at the request of the Lender a 
certificate of an Authorized Officer of the General Partner setting forth the 
nature and extent of all insurance maintained by the Borrower and its 
Subsidiaries in accordance with this Section 8.1.4.  The following shall apply 
to the insurance required by this Section 8.1.4:

          (a)     Each policy for property insurance covering the Mortgaged 
     Property shall show the Lender as loss payee;
     
          (b)     Each policy for liability insurance covering the Mortgaged 
     Property shall show the Lender as additional insured;

          (c)     Each insurance policy covering the Mortgaged Property shall 
     provide that at least thirty (30) days prior written notice of 
     cancellation, reduction in amount or other change in coverage, or of lapse 
     shall be given to the Lender by the insurer; and

          (d)     The Borrower shall, if so requested by the Lender, deliver 
     to the Lender the original or a certified copy of each insurance policy 
     covering the Mortgaged Property.

     SECTION VIII.1.5.  Books and Records.  The Borrower will, and will cause 
each of its Subsidiaries to, keep books and records which accurately reflect all
of its material business affairs and transactions and permit the Lender or any 
of its respective representatives, at reasonable times (but in any event, within
three (3) Business Days after notice from the Lender and during all normal 
business hours) and at reasonable intervals, to visit all of its offices, to 
discuss its financial matters with its officers, directors and, after forty-
eight (48) hours notice to the Borrower and independent public accountant (and 
the Borrower hereby authorizes such independent public accountant to discuss the
Borrower's and its Subsidiaries' financial matters with the Lender or its 
representatives whether or not any representative of the Borrower is present) 
and to examine (and, at the expense of the Borrower, photocopy extracts from) 
any of its books or other corporate records.  The Borrower shall pay any 
reasonable fees of such independent public accountant incurred in connection 
with the Lender's exercise of its rights pursuant to this Section.  Furthermore,
the Borrower will permit the Lender, or its agents, at the cost and expense of 
the Borrower, to enter upon the Oil and Gas Properties 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 Borrower to inspect 
and examine the Oil and Gas Properties.  

     SECTION VIII.1.6.  Environmental Covenant.  The Borrower will, and will 
cause each of its Subsidiaries to,

          (a)     use, operate and maintain all of its facilities and 
     Properties in compliance with all Environmental Laws, keep all necessary 
     permits, approvals, certificates, licenses and other authorizations 
     relating to environmental matters in effect and remain in compliance 
     therewith, and handle all Hazardous Materials in compliance with all 
     applicable Environmental Laws where failure to do so would reasonably be 
     expected to have a Material Adverse Effect;
     
          (b)     (i) promptly notify the Lender, and if requested by the 
     Lender, and provide copies of all written claims, complaints, notices or 
     inquiries relating to the condition of its facilities and Properties or 
     compliance with Environmental Laws, (ii) use all reasonable efforts within 
     ninety (90) days to have dismissed with prejudice any actions or 
     proceedings relating to compliance with Environmental Laws which would or 
     could in the reasonable opinion of the Lender have a Material Adverse 
     Effect, and (iii) diligently pursue cure of any material underlying 
     environmental problem which forms the basis of any such claim, complaint, 
     notice or inquiry; and

          (c)     provide such information and certifications which the Lender 
     may reasonably request from time to time to evidence compliance with this 
     Section 8.1.6.

     SECTION VIII.1.7.  Further Assurances.

          (a)     The Borrower shall, and shall cause each of its 
     Subsidiaries to, upon the request of the Lender, take such actions 
     and execute and deliver such documents and instruments as the Lender 
     shall require to ensure that the Lender shall, at all times, have 
     received currently effective, duly executed Loan Documents 
     encumbering Oil and Gas Properties of the Borrower and its 
     Subsidiaries constituting 85% of the  Proven Reserves to which value 
     is given in the determination of the then current Borrowing Base and 
     Collateral Value (with accompanying letters in lieu of transfer 
     orders) and satisfactory title evidence in form and substance 
     reasonably acceptable to the Lender in its reasonable business 
     judgment as to ownership of such Oil and Gas Properties; provided 
     that, upon thirty (30) days notice to the Borrower, the Lender may 
     require, and the Borrower and/or its Subsidiaries, as applicable, 
     shall execute, acknowledge and deliver to the Lender, Mortgages 
     effectively encumbering 100% of the Oil and Gas Properties of the 
     Borrower and its Subsidiaries to which value is given in the 
     determination of the then current Borrowing Base.

          (b)     If the Lender shall determine that, as of the date of 
     any Borrowing Base Redetermination, the Borrower or any of its 
     Subsidiaries shall have failed to comply with the preceding 
     subsection 8.1.7(a), the Lender may notify the Borrower in writing 
     of such failure and, within thirty (30) days from and after receipt 
     of such written notice by the Borrower, the Borrower or its 
     Subsidiaries (as applicable) shall execute and deliver to the Lender 
     supplemental or additional Loan Documents, in form and substance 
     reasonably satisfactory to the Lender and its counsel, securing 
     payment of the Notes and the other Obligations and covering 
     additional assets not then encumbered by any Loan Documents 
     (together with current valuations, Engineering Reports, and title 
     evidence applicable to the additional assets collaterally assigned, 
     each of which shall be in form and substance reasonably satisfactory 
     to the Lender) such that the Lender shall have received currently 
     effective duly executed Loan Documents encumbering Oil and Gas 
     Properties constituting at least 85% (or, as provided in Subsection 
     8.1.7(a), 100%) of the Proven Reserves of the Borrower and its 
     Subsidiaries to which value is given in the determination of the 
     then current Borrowing Base (with accompanying letters in lieu of 
     transfer orders) and satisfactory title evidence in form and 
     substance acceptable to the Lender in its reasonable business 
     judgment as to ownership of such Oil and Gas Properties.
     
          (c)     Promptly upon the determination that any Subsidiary 
     has become a Material Subsidiary, the Borrower will cause such 
     Material Subsidiary to execute and deliver to the Lender a Guaranty 
     and a Security Agreement and (if such Material Subsidiary has Oil 
     and Gas Properties included in the Borrowing Base and Collateral 
     Value) a Mortgage, and the Borrower will enter into such amendments 
     to the applicable Pledge Agreement as are necessary to cause the 
     stock of such Material Subsidiary to become subject to such Pledge 
     Agreement.

          (d)     The Borrower shall ensure that all written 
     information, exhibits, certificates and reports furnished by or on 
     behalf of the Borrower to the Lender do not and will not contain any 
     untrue statement of a material fact and do not and will not omit to 
     state any material fact or any fact necessary to make the statements 
     contained therein not misleading in light of the circumstances in 
     which made, and will promptly disclose to the Lender and correct any 
     defect or error that may be discovered therein or in any Loan 
     Document or in the execution, acknowledgment or recordation thereof.
     
     SECTION VIII.1.8.  Additional Equity.  On or before the Stated Maturity 
Date applicable to Tranche B Loans, the Borrower shall deliver to the Lender 
evidence satisfactory to the Lender that the Borrower has obtained irrevocable 
funding commitments for at least $20,000,000 in consideration of the issuance by
the Borrower of common or preferred equity, in form and substance satisfactory 
to the Lender.

     SECTION VIII.1.9.  Elimination of Subordinated Indebtedness.  On or before 
December 31, 1998, the Borrower shall have entered into arrangements in form and
substance satisfactory to the Lender to convert all subordinated Indebtedness of
the Borrower to BEC and TJG into common or preferred equity of the Borrower.

     SECTION VIII.2.  Negative Covenants.  The Borrower agrees with the Lender 
that, until all Commitments have terminated and all Obligations have been paid 
and performed in full, the Borrower will perform the obligations set forth in 
this Section 8.2.

     SECTION VIII.2.1.  Business Activities.  The Borrower will not, and will 
not permit its Subsidiaries to, engage in any business activity, except those 
described in the first recital and such activities as may be incidental or 
related thereto.

     SECTION VIII.2.2.  Indebtedness.  The Borrower will not, and will not 
permit any of its Subsidiaries to, create, incur, assume or suffer to exist or 
otherwise become or be liable in respect of any Indebtedness, other than, 
without duplication, the following:

          (a)     Indebtedness in respect of the Loans and other Obligations; 

          (b)     Indebtedness in an aggregate principal amount not to exceed 
     $150,000 at any time outstanding which is incurred by the Borrower or any 
     of its Subsidiaries to a vendor of any assets to finance its acquisition 
     of such assets;

          (c)     unsecured Indebtedness incurred in the ordinary course of 
     business (including (i) open accounts extended by suppliers on normal 
     trade terms in connection with purchases of goods and services, and (ii) 
     gas balancing, but excluding Indebtedness incurred through the borrowing 
     of money or Contingent Liabilities);
     
          (d)     Hedging Obligations incurred pursuant to the Hedging 
     Agreements approved by the Lender pursuant to Sections 8.2.14;
     
          (e)     Contingent Obligations incurred to satisfy bonding 
     requirements imposed by any Government Agency not to exceed, in the 
     aggregate, $150,000;

          (f)     Indebtedness of its Subsidiaries existing as of the 
     Effective Date which is identified in Item 8.2.2(f) of the Disclosure 
     Schedule;

          (g)     Indebtedness in respect of Capitalized Lease Obligations in 
     an amount not to exceed $150,000 at any time outstanding;

          (h)     Indebtedness owed by the Borrower to any of the Subsidiaries 
     or by any Subsidiary of the Borrower to the Borrower or any Subsidiary;

          (i)     endorsements of negotiable instruments for collection in the 
     ordinary course of business;

          (j)     Indebtedness of the Borrower and its Subsidiaries which are 
     Investments to the extent permitted by Section 8.2.5(b);

          (k)     subordinated Indebtedness of the Borrower to any of the 
     Principal Shareholders which contains terms and conditions, including 
     subordination provisions, acceptable to the Lender;

          (l)     refinancings of any of the foregoing; provided that the 
     principal amount thereof is not increased beyond the amount outstanding on 
     the Effective Date or on the date of incurrence of such Indebtedness in 
     accordance with this Section and the maturity thereof is not extended;
     
          (m)     subordinated Indebtedness of the Borrower to Existing 
     Creditors which contains terms and conditions, including subordination 
     provisions, acceptable to the Lender;

          (n)     additional Indebtedness not permitted by clauses (a) through 
     (l) above, provided, however, that the aggregate amount of all 
     Indebtedness incurred by the Borrower and its consolidated Subsidiaries 
     pursuant to this clause (n) shall not exceed $150,000 at any one time 
     outstanding;

provided, however, that no Indebtedness otherwise permitted by clause (b) shall 
be permitted if, after giving effect to the incurrence thereof, any Default 
shall have occurred and be continuing.

     SECTION VIII.2.3.  Liens.  The Borrower will not, and will not permit any 
of the Subsidiaries to create, incur, assume or suffer to exist any Lien upon 
any of its Property, revenues or assets, whether now owned or hereafter 
acquired, except:

          (a)     Liens securing payment of the Obligations, granted pursuant 
     to any Loan Document;

          (b)     Liens granted to secure payment of Indebtedness of the type 
     permitted and described in clause (b) of Section 8.2.2 and covering only 
     those assets acquired with the proceeds of such Indebtedness; 

          (c)     Liens granted to secure payment of Indebtedness of the type 
     permitted and described in clause (k) of Section 8.2.2;

          (d)     Hydrocarbon production sales contracts;

          (e)     Liens for taxes, assessments or other governmental charges 
     or levies not at the time delinquent or thereafter payable without penalty 
     or being diligently contested in good faith by appropriate proceedings and 
     for which adequate reserves in accordance with GAAP shall have been set 
     aside on its books;  
     
          (f)     Liens of carriers, warehousemen, mechanics, materialmen and 
     landlords incurred in the ordinary course of business for sums not overdue 
     or being diligently contested in good faith by appropriate proceedings and 
     for which adequate reserves in accordance with GAAP shall have been set 
     aside on its books; provided, that at no time shall such sums exceed in 
     the aggregate $150,000;

          (g)     Liens incurred in the ordinary course of business in 
     connection with workmen's compensation, unemployment insurance or other 
     forms of governmental insurance or benefits, or to secure performance of 
     bonds, licenses, statutory obligations, and performance bonds, tenders, 
     statutory obligations, leases and contracts (other than for borrowed 
     money), all other obligations of a like nature entered into in the 
     ordinary course of business or to secure obligations on surety or appeal 
     bonds, all other obligations of a like nature; 
     
          (h)     zoning and similar covenants, restrictions, easements, 
     servitudes, permits, conditions, exceptions, reservations, minor rights, 
     minor encumbrances, minor irregularities in title or conventional rights 
     of reassignment prior to abandonment and similar restrictions and other 
     similar encumbrances or title defects which do not materially interfere 
     with the occupation, use and enjoyment by the Borrower of its assets in 
     the ordinary course of business as presently conducted, or materially 
     impair the value thereof for the purpose of such business; 
     
          (i)     judgment Liens in existence less than thirty (30) days after 
     the entry thereof or with respect to which execution has been stayed or 
     the payment of which is covered in full (subject to a customary 
     deductible) by insurance maintained with responsible insurance companies;
     
          (j)     deposits of cash to secure insurance in the ordinary course 
     of business;

          (k)     banker's liens arising by operation of law securing fees and 
     costs of such banks, but not liens securing borrowed money;

          (l)     Liens in favor of operators and non-operators under joint 
     operating agreements or similar contractual arrangements arising in the 
     ordinary course of the business of the Borrower to secure amounts owing, 
     which amounts are not yet due or are being contested in good faith by 
     appropriate proceedings, if such reserve as may be required by GAAP shall 
     have been made therefor;

          (m)     production sales agreements, division orders, operating 
     agreements and other agreements customary in the oil and gas business for 
     producing, processing, gathering, transporting and selling Hydrocarbons;
     
          (n)     the terms any provisions of the leases, unit agreements, 
     assignments and other transfer of title documents in the chain of title 
     under which the Borrower acquired the relevant Properties;
     
          (o)     any Liens securing Indebtedness, neither assumed nor 
     guaranteed by the Borrower nor on which it customarily pays interest, 
     existing upon real estate or rights in or relating to real estate acquired 
     by the Borrower for substation, metering station, pump station, storage, 
     gathering line, transmission line, transportation line, distribution line, 
     or right of way purposes, and any Liens reserved in leases for rent and 
     compliance with the terms of the leases in the case of leasehold estates, 
     so long as no default has occurred in the payment or performance thereof, 
     and to the extent that any such Lien referred to in this clause does not 
     materially impair the use of the Properties covered by such Lien for the 
     purposes for which such Properties is held by the Borrower;
     
          (p)     the statutory Lien to secure payment of the proceeds of 
     Hydrocarbon production established by Texas Bus. & Com. Code  9.319 and 
     similar laws of other jurisdictions;
     
          (q)     rights reserved to or vested in any Government Agency by the 
     terms of any right, power, franchise, grant, license, or permit, or by any 
     provision of law, to terminate such right, power, franchise, grant, 
     license, or permit or to purchase, condemn, expropriate, or recapture or 
     to designate a purchaser of any of the Properties of the Borrower;

          (r)     rights of a common owner of any interest in real estate, 
     rights of way, or easements held by the Borrower and such common owner as 
     tenant in common or through other common ownership;
     
          (s)     any Lien existing on any asset of any Person at the time 
     such Person becomes a Subsidiary or is merged or consolidated with or into 
     the Borrower or a Subsidiary and not created in contemplation of such 
     event;

          (t)     any Lien existing on any asset as of the acquisition thereof 
     by the Borrower or a Subsidiary so long as the asset is not included in 
     the Borrowing Base or Collateral Value and is not acquired with funds 
     borrowed from the Lender;

          (u)     any Lien arising out of the refinancing, extension, renewal 
     or refunding of any Indebtedness secured by any Lien permitted by any of 
     the foregoing clauses of this Section, provided that the principal amount 
     of any such Indebtedness is not increased beyond the amount thereof 
     outstanding on the Effective Date or on the date of incurrence of such 
     Lien in accordance with this Section, the maturity thereof is not extended 
     and such Indebtedness is not secured by any additional assets; and
     
          (v)     Liens not otherwise permitted by the foregoing clauses of 
     this Section securing Indebtedness in an aggregate principal or face 
     amount not at any time exceeding $25,000.
     
     SECTION VIII.2.4.  Financial Condition.  The Borrower will not permit:

          (a)     Tangible Net Worth to be less than the sum of (i) $3,000,000 
     (at all times prior to December 31, 1998), $7,500,000 (at all times from 
     and after December 31, 1998, and prior to April 30, 1999) and $25,000,000 
     (at all times from and after April 30, 1999), plus (ii) fifty percent 
     (50%) of Consolidated Net Income of the Borrower and its consolidated 
     Subsidiaries (excluding the effects of consolidated net losses) for all 
     Fiscal Quarters beginning after the Effective Date and treated as a single 
     accounting period, plus (iii) one-hundred percent (100%) of the net 
     proceeds received by the Borrower or its Subsidiaries from the sale of any 
     Non-Redeemable Stock by the Borrower or any of its Subsidiaries at any 
     time after the Effective Date;

          (b)     the Current Ratio at any time to be less than 1.1:1.0;

          (c)     the Debt to Capitalization Ratio at any time to be greater 
     than 82% (at all times prior to April 30, 1999) and 65% (at all times from 
     and after April 30, 1999); or

          (d)     the Interest Coverage Ratio to be less than (i) 2.0:1.0 (at 
     all times prior to March 31, 1999) and (ii) 3.0:1.0 (at all times from and 
     after March 31, 1999); provided, however, for purposes of this clause (d) 
     of Section 8.2.4 only, "Interest Expense" shall not include interest on 
     the subordinated Indebtedness described in clause (k) of Section 8.2.2, 
     which interest is not paid in cash but added to the principal amount of 
     such Indebtedness.

The Borrower shall not, and shall not suffer or permit any Subsidiary to, make 
any significant change in accounting treatment or reporting practices, except as
required by GAAP, or, without the consent of the Lender, such consent not to be 
unreasonably withheld, change the fiscal year of the Borrower or of any 
Subsidiary.

     SECTION VIII.2.5.  Investments.  The Borrower will not, and will not 
permit any of its Subsidiaries to, make, incur, assume or suffer to exist any 
Investment in any other Person, except:

          (a)     Cash Equivalent Investments;

          (b)     without duplication, Investments permitted as Indebtedness 
     pursuant to Section 8.2.2;

          (c)     without duplication, Investments in the nature of Capital 
     Expenditures; 

          (d)     to the extent the formation or acquisition of any Subsidiary 
     is permitted hereunder, Investments in such Subsidiary; and 

          (e)     Investments permitted by Section 8.2.8;

          (f)     Accounts receivable from customers in the ordinary course of 
     business;

          (g)     Investments in connection with or related to farm-out 
     agreements, farm-in agreements, joint operating agreements or other 
     similar arrangements, and the performance of Borrower's or such 
     Subsidiary's obligations thereunder in accordance with prudent operating 
     standards and in the ordinary course of business;
     
          (h)     Investments in stock, obligations or securities received in 
     settlement of debts owing to the Borrower or any Subsidiary as a result of 
     bankruptcy or insolvency proceedings or upon the foreclosure, perfection 
     or enforcement of any Lien in favor of the Borrower or any Subsidiary; 
     provided, that notice of such Investment is given to the Lender promptly 
     after receiving such item and the Lender is granted a first-in-priority, 
     perfected Lien on such item;

          (i)     Investments made with Non-Redeemable Stock, but only to the 
     extent allocable to such Non-Redeemable Stock;
     
          (j)     any Investment not otherwise permitted by the foregoing 
     clauses of this Section if, immediately after such Investment is made or 
     acquired, the aggregate net book value of all Investments permitted by 
     this clause (j) does not exceed $25,000;
     
provided, however, that

          (k)     any Investment which when made complies with the 
     requirements of the definition of the term "Cash Equivalent Investment" 
     may continue to be held notwithstanding that such Investment if made 
     thereafter would not comply with such requirements; and
     
          (l)     no Investment otherwise permitted by clause (b) shall be 
     permitted to be made if, immediately before or after giving effect 
     thereto, any Default shall have occurred and be continuing.

     SECTION VIII.2.6.  Restricted Payments, etc.  On and at all times after 
the Effective Date:

          (a)     the Borrower will not, and will not permit any of its 
     Subsidiaries (other than a wholly-owned Subsidiary) to, declare, pay or 
     make any dividend or distribution (in cash, property or obligations) on 
     any class or shares of any class of partnership interest (now or hereafter 
     outstanding) of the Borrower or such Subsidiary or on any options, 
     warrants or other rights with respect to any interest or shares of any 
     class of partnership interest or capital stock (now or hereafter 
     outstanding) of the Borrower or such Subsidiary or apply any of its funds, 
     property or assets to the purchase, redemption, sinking fund or other 
     retirement of, any class of partnership interest or capital stock (now or 
     hereafter outstanding) of the Borrower, or options, warrants or other 
     rights with respect to any interest or shares of or in any class of 
     partnership interest or capital stock (now or hereafter outstanding) of 
     the Borrower or such Subsidiary (such dividends, distributions or 
     applications being called "Distribution Payments") other than Distribution 
     Payments which do not cause the Borrower to be in violation of the 
     Restricted Payment Tests; and

          (b)     the Borrower will not permit any Subsidiary to make any 
     Distribution Payments other than to the Borrower; and
     
          (c)     the Borrower will not, and will not permit its Subsidiaries 
     to, make any deposit for any of the foregoing purposes.
     
     SECTION VIII.2.7.  Rental Obligations.  The Borrower will not, and will 
not permit any of its Subsidiaries to, enter into at any time any arrangement 
(excluding oil and gas leases entered into in the ordinary course of business) 
which involves the leasing by the Borrower or any Subsidiary from any lessor of 
any real or personal property (or any interest therein), except arrangements 
which, together with all other such arrangements which shall then be in effect, 
will not require the payment of an aggregate amount of rentals by the Borrower 
or any Subsidiary in excess of (excluding escalations resulting from a rise in 
the consumer price or similar index) $100,000 for any Fiscal Year or $500,000 
during the full remaining term of such arrangements; provided, however, that any
calculation made for purposes of this Section 8.2.7 shall exclude any amounts 
(i) required to be expended for maintenance and repairs, insurance, taxes, 
assessments, and other similar charges and (ii) any amounts relating to 
Capitalized Lease Obligations.

     SECTION VIII.2.8.  Consolidation, Merger, etc.  The Borrower will not, and 
will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate 
with, or merge into or with, any other partnership or corporation, except, in 
the case of such liquidation or dissolution, any Subsidiary of the Borrower may 
liquidate or dissolve into Borrower, and, in the case of any consolidation or 
merger, the Borrower may merge or consolidate with or into another Person if the
Borrower is the Person surviving such merger and Principal Shareholders retain 
control over the Borrower.  The Borrower will not create any Subsidiary except 
with the prior written consent of the Lender.

     SECTION VIII.2.9.  Asset Dispositions, etc.  The Borrower will not, and 
will not permit any of its Subsidiaries to, sell, transfer, lease, contribute or
otherwise convey, or grant options, warrants or other rights with respect to, 
all or substantially all of the assets of the Borrower or any of its 
Subsidiaries in any one transaction or in any series of transactions, whether or
not related; and the Borrower will not, and will not permit any of its 
Subsidiaries to, sell, transfer, lease, contribute or otherwise convey, or grant
options, warrants or other rights with respect to, less than all or any 
substantial part of its assets (including accounts receivable) to any Person 
other than 
     
          (a)     farmouts under standard industry terms of Properties 
     not holding Proven Reserves; 

          (b)     abandonment of Properties not capable of producing 
     Hydrocarbons in paying quantities after the expiration of their 
     primary terms; 

          (c)     if such assets are not in the Borrowing Base, such 
     sale, transfer, lease, contribution or conveyance is for cash or 
     other consideration having a value at least equal to the fair market 
     value of such assets;

          (d)     if such assets are in the Borrowing Base, the Borrower 
     complies with the terms of Section 3.1.2 and such sale, transfer, 
     lease, contribution or conveyance is for cash in an amount at least 
     equal to the fair market value of such assets; or
     
          (e)     as permitted by Section 2.7 of the Mortgages.

     SECTION VIII.2.10.  Modification of Certain Documents.  Except with 
respect to amendments that do not materially affect the rights of Lender under 
the Loan Documents and except as expressly contemplated by the Bargo-Future 
Transaction, the Borrower will not amend its Organic Documents or consent to any
amendment, supplement or other modification of any of the terms or provisions 
contained in, or applicable to, the Material Contracts or any other agreement 
affecting the Mortgaged Properties, in each case without the prior written 
consent of the Lender.

     SECTION VIII.2.11.  Transactions with Affiliates.  The Borrower will not, 
and will not permit any of its Subsidiaries to, enter into, or cause, suffer or 
permit to exist any arrangement or contract with any of its other Affiliates 
unless such arrangement or contract is fair and equitable to the Borrower and is
an arrangement or contract of the kind which would be entered into by a prudent 
Person in the position of the Borrower or such Subsidiary with a Person which is
not one of its Affiliates.

     SECTION VIII.2.12.  Negative Pledges, Restrictive Agreements, etc.  The 
Borrower will not, and will not permit any of its Subsidiaries to, enter into 
any agreement (excluding this Agreement, any other Loan Document and any 
agreement governing any Indebtedness permitted by clauses (b) or (e) of Section 
8.2.2 as in effect on the Effective Date as to the assets financed with the 
proceeds of such Indebtedness) prohibiting

          (a)     the creation or assumption of any Lien upon its 
     properties, revenues or assets, whether now owned or hereafter 
     acquired (other than those assets subject to Liens permitted by 
     Section 8.2.3(b)), or the ability of the Borrower or any other 
     Obligor to amend or otherwise modify this Agreement or any other 
     Loan Document; or

          (b)     the ability of any Subsidiary to make any payments, 
     directly or indirectly, to the Borrower by way of dividends, 
     advances, repayments of loans or advances, reimbursements of 
     management and other intercompany charges, expenses and accruals or 
     other returns on investments, or any other agreement or arrangement 
     which restricts the ability of any such Subsidiary to make any 
     payment, directly or indirectly, to the Borrower.

     SECTION VIII.2.13.  Take or Pay Contracts.  Except as disclosed to the 
Lender in Item 8.2.13 of the Disclosure Schedule, and except for reservation 
charges payable for reservations of capacity in gathering systems and pipelines 
incurred in the ordinary course of business on an arm's length basis for volumes
reasonably expected to be produced from the Borrowers' Properties to be 
transported through such systems and pipelines, the Borrower will not, and will 
not permit any of its Subsidiaries to, enter into or be a party to any 
arrangement for the purchase of materials, supplies, other property (including 
without limitation Hydrocarbons), or services if such arrangement requires that 
payment be made by the Borrower or such Subsidiary regardless of whether such 
materials, supplies, other property, or services are delivered or furnished to 
it.

     SECTION VIII.2.14.  Hydrocarbon Hedging.  The Borrower will not, and will 
not permit any of its Subsidiaries to, enter into Hydrocarbon Hedging Agreements
except those that (a) are with counterparties reasonably acceptable to the 
Lender, (b) do not result in Hedging Obligations that are at any time in excess 
of sixty percent (60%) of the value of the proved developed producing 
Hydrocarbon reserves owned by the Borrower and its Subsidiaries according to the
most recent Engineering Report delivered to the Lender and (c) the amount of the
Hedging Obligation for the particular Hydrocarbon (i.e. - gas or oil) must not 
be materially in excess of the proportion that such Hydrocarbon bears to the 
total amount of proved developed Hydrocarbon reserves owned by the Borrower and 
its Subsidiaries.  (For example, if the Borrower and its Subsidiaries owned 
proved developed producing Hydrocarbon reserves that were 45% oil-producing 
Properties and 55% gas-producing Properties, then any Hydrocarbon Hedging 
Obligation of the Borrower or its Subsidiaries for oil could not be materially 
more than 45% of 60% of the value of the proved developed producing Hydrocarbon 
reserves owned by the Borrower and its Subsidiaries according to the most recent
Engineering Report delivered to the Lender.)

                               ARTICLE IX

                           EVENTS OF DEFAULT

     SECTION IX.1.  Listing of Events of Default.  Each of the following events 
or occurrences described in this Section 9.1 shall constitute an "Event of 
Default".

     SECTION IX.1.1.  Non-Payment of Obligations.  The Borrower shall default 
in the payment or prepayment when due of any principal of any Loan; the Borrower
shall default in the payment when due of any Reimbursement Obligation or Hedging
Obligation under a Hedging Agreement in effect between the Borrower and the 
Lender or an Affiliate of the Lender; or the Borrower shall default (and such 
default shall continue unremedied for a period of five (5) days) in the payment 
when due of any interest on any Loan or any fee or of any other Obligation.

     SECTION IX.1.2.  Breach of Warranty.  Any representation or warranty of 
the Borrower or any other Obligor made or deemed to be made hereunder or in any 
other Loan Document executed by it or any other writing or certificate furnished
by or on behalf of the Borrower or any other Obligor to the Lender for the 
purposes of or in connection with this Agreement or any such other Loan Document
(including any certificates delivered pursuant to Article VI) is or shall be 
incorrect when made in any material respect.

     SECTION IX.1.3.  Non-Performance of Certain Covenants and Obligations.  
The Borrower shall default in the due performance and observance of any of its 
obligations under Section 3.1.2,  Section 8.1 (other than 8.1.2, 8.1.3 and 
8.1.6) or Section 8.2.

     SECTION IX.1.4.  Non-Performance of Other Covenants and Obligations.  The 
Borrower or any other Obligor shall default in the due performance and 
observance of any other agreement contained herein or in any other Loan Document
executed by it, and such default shall continue unremedied for a period of 
fifteen (15) days after notice thereof shall have been given to the Borrower by 
the Lender.

     SECTION IX.1.5.  Default on Other Indebtedness.

          (a)     A default shall occur in the payment when due (subject to 
     any applicable grace period), whether by acceleration or otherwise, of any 
     Indebtedness (including any subordinated indebtedness permitted by Section 
     8.2.2 and any Hedging Agreements in effect between the Borrower and the 
     Lender or any Affiliate of the Lender, but excluding Indebtedness 
     described in Section 9.1.1) of the Borrower, any consolidated Subsidiary 
     or other Obligor having a principal amount, individually or in the 
     aggregate, in excess of $150,000, or a default shall occur in the 
     performance or observance of any obligation or condition with respect to 
     such Indebtedness if the effect of such default is to accelerate the 
     maturity of any such Indebtedness or such default shall continue 
     unremedied for any applicable period of time sufficient to permit any 
     holder of such Indebtedness, or any trustee or agent for such holders, to 
     cause such Indebtedness to become due and payable prior to its expressed 
     maturity.

          (b)     A failure to pay when due any royalty, overriding royalty or 
     similar interest burdening the Oil and Gas Properties of the Borrower, in 
     the aggregate, in excess of $50,000.

     SECTION IX.1.6.  Judgments.  Any judgment, decree, arbitration award or 
order for the payment of money in excess of $150,000 in excess of valid and 
collectible insurance in respect thereof the payment of which is not being 
disputed or contested by the insurer or insurers shall be rendered against the 
Borrower, any consolidated Subsidiary, or other Obligor and either

          (a)     enforcement proceedings shall have been commenced by any 
     creditor upon such judgment or order; or

          (b)     there shall be any period of ten (10) consecutive days 
     during which a stay of enforcement of such judgment or order, by reason of 
     a pending appeal or otherwise, shall not be in effect.

     SECTION IX.1.7.  Pension Plans.  Any of the following events shall occur 
with respect to any Pension Plan

          (a)     the institution of any steps by the Borrower, any member of 
     its Controlled Group or any other Person to terminate a Pension Plan if, 
     as a result of such termination, the Borrower or any such member could be 
     required to make a contribution to such Pension Plan, or could reasonably 
     expect to incur a liability or obligation to such Pension Plan; or
     
          (b)     a contribution failure occurs with respect to any Pension 
     Plan sufficient to give rise to a Lien under Section 302(f) of ERISA.
     
     SECTION IX.1.8.  Control of the Borrower.  Any Change in Control shall 
occur.

     SECTION IX.1.9.  Bankruptcy, Insolvency, etc.  The Borrower or any other 
Obligor shall

          (a)     become insolvent or generally fail to pay, or admit in 
     writing its inability or unwillingness to pay, debts as they become due;

          (b)     apply for, consent to, or acquiesce in, the appointment of 
     a trustee, receiver, sequestrator or other custodian for the Borrower or 
     any other Obligor or any property of any thereof, or make a general 
     assignment for the benefit of creditors; 

          (c)     in the absence of such application, consent or acquiescence, 
     permit or suffer to exist the appointment of a trustee, receiver, 
     sequestrator or other custodian for the Borrower or any other Obligor or 
     for a substantial part of the property of any thereof, and such trustee, 
     receiver, sequestrator or other custodian shall not be discharged within 
     sixty (60) days, provided that the Borrower and each other Obligor hereby 
     expressly authorizes the Lender to appear in any court conducting any 
     relevant proceeding during such 60-day period to preserve, protect and 
     defend its rights under the Loan Documents;

          (d)     permit or suffer to exist the commencement of any 
     bankruptcy, reorganization, debt arrangement or other case or proceeding 
     under any bankruptcy or insolvency law, or any dissolution, winding up or 
     liquidation proceeding, in respect of the Borrower or any other Obligor, 
     and, if any such case or proceeding is not commenced by the Borrower or 
     such other Obligor, such case or proceeding shall be consented to or 
     acquiesced in by the Borrower or such other Obligor or shall result in the 
     entry of an order for relief or shall remain for sixty (60) days 
     undismissed, provided that the Borrower and each other Obligor hereby 
     expressly authorizes the Lender to appear in any court conducting any such 
     case or proceeding during such 60-day period to preserve, protect and 
     defend its rights under the Loan Documents; or 

          (e)     take any action authorizing, or in furtherance of, any of 
     the foregoing.

     SECTION IX.1.10.  Impairment of Security, etc.  Any Loan Document, or any 
Lien granted thereunder, shall (except in accordance with its terms), in whole 
or in part, terminate, cease to be effective or cease to be the legally valid, 
binding and enforceable obligation of any Obligor party thereto; the Borrower, 
any other Obligor or any other party shall, directly or indirectly, contest in 
any manner such effectiveness, validity, binding nature or enforceability; or 
any Lien securing any Obligation shall, in whole or in part, cease to be a 
perfected first priority Lien, subject only to those exceptions expressly 
permitted by such Loan Document.

     SECTION IX.1.11.  Material Adverse Effect.  Any Material Adverse Effect 
shall occur.

     SECTION IX.2.  Action if Bankruptcy.  If any Event of Default described in 
clauses (a) through (d) of Section 9.1.9 shall occur with respect to the 
Borrower or any other Obligor, the Commitments (if not theretofore terminated) 
shall automatically terminate and the outstanding principal amount of all 
outstanding Loans and all other Obligations shall automatically be and become 
immediately due and payable, without notice or demand.

     SECTION IX.3.  Action if Other Event of Default.  If any Event of Default 
(other than any Event of Default described in  clauses (a) through (d) of 
Section 9.1.9 with respect to the Borrower or any other Obligor) shall occur for
any reason, whether voluntary or involuntary, and be continuing, the Lender, may
by notice to the Borrower declare all or any portion of the outstanding 
principal amount of the Loans and other Obligations to be due and payable and/or
the Commitments (if not theretofore terminated) to be terminated, whereupon the 
full unpaid amount of such Loans and other Obligations which shall be so 
declared due and payable shall be and become immediately due and payable, 
without further notice, demand or presentment, and/or, as the case may be, the 
Commitments shall terminate.

     SECTION IX.4.  Rights Not Exclusive.  The rights provided for in this 
Agreement and the other Loan Documents are cumulative and are not exclusive of 
any other rights, powers, privileges or remedies provided by Applicable Law or 
in equity, or under any other instrument, document or agreement now existing or 
hereafter arising.

                                ARTICLE X

                         MISCELLANEOUS PROVISIONS

     SECTION X.1.  Waivers, Amendments, etc.

          (a)     The provisions of this Agreement and of each other Loan 
     Document may from time to time be amended, modified or waived, if such 
     amendment, modification or waiver is in writing and consented to by the 
     Borrower and the Lender.  No failure or delay on the part of the Lender in 
     exercising any power or right under this Agreement or any other Loan 
     Document shall operate as a waiver thereof, nor shall any single or 
     partial exercise of any such power or right preclude any other or further 
     exercise thereof or the exercise of any other power or right.  No notice 
     to or demand on the Borrower in any case shall entitle it to any notice or 
     demand in similar or other circumstances. No waiver or approval by the 
     Lender under this Agreement or any other Loan Document shall, except as 
     may be otherwise stated in such waiver or approval, be applicable to 
     subsequent transactions.  No waiver or approval hereunder shall require 
     any similar or dissimilar waiver or approval thereafter to be granted 
     hereunder.

          (b)     This Agreement is an amendment and restatement of, and 
     replaces and supersedes the Existing Agreement; provided, however, that no 
     right, interest, claim or cause of action of any kind of the Lender which 
     may have existed under the Existing Agreement shall in any way be 
     released, modified, compromised or waived by virtue of this Agreement 
     superseding and replacing the Existing Agreement.
     
     SECTION X.2.  Notices.

          (a)     All notices and other communications provided to any party 
     hereto under this Agreement or any other Loan Document shall be in writing 
     and shall be hand delivered or sent by overnight courier, certified mail 
     (return receipt requested), or telecopy to such party at its address or 
     telecopy number set forth on the signature pages hereof or set forth in 
     the Lender Assignment Notice or at such other address or telecopy number 
     as may be designated by such party in a notice to the other parties.  
     Without limiting any other means by which a party may be able to provide 
     that a notice has been received by the other party, a notice shall be 
     deemed to be duly received (a) if sent by hand, on the date when left with 
     a responsible person at the address of the recipient; (b) if sent by 
     telefax, on the date of receipt by the sender of an acknowledgment or 
     transmission reports generated by the machine from which the telefax was 
     sent indicating that the telefax was sent in its entirety to the 
     recipient's telefax number.

          (b)  All such notices, requests and communications shall, when 
     transmitted by overnight delivery, or faxed, be effective when delivered 
     for overnight (next-day) delivery, or transmitted in legible form by 
     facsimile machine, respectively, or if mailed, upon the third Business Day 
     after the date deposited into the U.S. mail, or if delivered, upon 
     delivery.

          (c)     Any agreement of the Lender herein to receive certain 
     notices by telephone or facsimile is solely for the convenience and at the 
     request of the Borrower.  The Lender shall be entitled to rely on the 
     authority of any Person purporting to be a Person authorized by the 
     Borrower to give such notice and the Lender shall not have any liability 
     to the Borrower or other Person on account of any action taken or not 
     taken by the Lender in reliance upon such telephonic or facsimile notice. 
     The obligation of the Borrower to repay the Loans shall not be affected 
     in any way or to any extent by any failure by the Lender to receive 
     written confirmation of any telephonic or facsimile notice or the receipt 
     by the Lender of a confirmation which is at variance with the terms 
     understood by the Lender to be contained in the telephonic or facsimile 
     notice.

     SECTION X.3.  Payment of Costs and Expenses.  The Borrower agrees to pay 
within thirty (30) days after written demand all reasonable expenses of the 
Lender (including the reasonable fees and out-of-pocket expenses of internal and
external counsel to the Lender and of local counsel, if any, who may be retained
by counsel to the Lender) in connection with

          (a)     the negotiation, preparation, execution and delivery of this 
     Agreement and of each other Loan Document, including schedules and 
     exhibits, and any amendments, waivers, consents, supplements or other 
     modifications to this Agreement or any other Loan Document as may from 
     time to time hereafter be required, whether or not the transactions 
     contemplated hereby are consummated,  
     
          (b)     the filing, recording, refiling or rerecording of the 
     Mortgages, the Security Agreements, the Pledge Agreements and/or any 
     Uniform Commercial Code financing statements relating thereto and all 
     amendments, supplements and modifications to, and all releases and 
     terminations of, any thereof and any and all other documents or 
     instruments of further assurance required to be filed or recorded or 
     refiled or rerecorded by the terms hereof or of the Mortgages, the 
     Security Agreements and the Pledge Agreements, and
     
          (c)     the preparation and review of the form of any document or 
     instrument relevant to this Agreement or any other Loan Document. 
     
The Borrower further agrees to pay, and to save the Lender harmless from all 
liability for, any stamp or other taxes (other than any income or franchise tax 
of the Lender) which may be payable in connection with the execution or delivery
of this Agreement, the Borrowings hereunder, the issuance of the Notes, the 
issuance of the Letters of Credit, or any other Loan Documents.  The Borrower 
also agrees to reimburse the Lender within thirty (30) days after written demand
for all reasonable out-of-pocket expenses (including attorneys' fees and legal 
expenses of internal and external attorneys, and the expenses of any accountant,
engineer or other expert retained or utilized in connection therewith) incurred 
by the Lender in connection with (x) the negotiation of any restructuring or 
"work-out", whether or not consummated, of any Obligations and (y) the 
enforcement of any Obligations.  All requests for payment under this Section 
10.3 shall be accompanied by invoices containing reasonable details.

     SECTION X.4.  Indemnification.  In consideration of the execution and 
delivery of this Agreement by the Lender and the extension of the Commitments, 
the Borrower hereby indemnifies, exonerates and holds the Lender, any Issuer and
each of their respective officers, directors, employees and agents 
(collectively, the "Indemnified Parties") free and harmless from and against any
and all actions, causes of action, suits, losses, costs, liabilities and 
damages, and expenses incurred in connection therewith (irrespective of whether 
any such Indemnified Party is a party to the action for which indemnification 
hereunder is sought), including reasonable attorneys' fees and disbursements 
(collectively, the "Indemnified Liabilities"), incurred by the Indemnified 
Parties or any of them as a result of, or arising out of, or relating to 

          (a)     this Agreement, any Loan Document or any document 
     contemplated by or referred to herein; 
     
          (b)     any transaction financed or to be financed in whole or in 
     part, directly or indirectly, with the proceeds of any Loan, including any 
     Acquisition, or the use of any Letter of Credit;

          (c)     any investigation, litigation or proceeding related to any 
     acquisition or proposed acquisition by the Borrower or any of its 
     Subsidiaries of all or any portion of the stock or assets of any Person, 
     whether or not the Lender is party thereto;

          (d)     any investigation, litigation or proceeding related to any 
     environmental cleanup, audit, compliance or other matter relating to any 
     Environmental Law or the condition of any facility or Property owned, 
     leased or operated by the Borrower or any of its Subsidiaries;

          (e)     the presence on or under, or the escape, seepage, leakage, 
     spillage, discharge, emission, discharging or releases from, any facility 
     or Property owned, leased or operated by the Borrower or any of its 
     Subsidiaries thereof of any Hazardous Material (including any losses, 
     liabilities, damages, injuries, costs, expenses or claims asserted or 
     arising under any Environmental Law), regardless of whether caused by, or 
     within the control of, the Borrower or any of its Subsidiaries; or
     
          (f)     any misrepresentation, inaccuracy or breach in or of 
     Section 7.17 or Section 8.1.6, 

except for any such Indemnified Liabilities arising for the account of a 
particular Indemnified Party by reason of the relevant Indemnified Party's gross
negligence or wilful misconduct.  If and to the extent that the foregoing 
undertaking may be unenforceable for any reason, the Borrower hereby agrees to 
make the maximum contribution to the payment and satisfaction of each of the 
Indemnified Liabilities which is permissible under Applicable Law.  The 
obligations in this Section 10.4 shall survive payment of all other Obligations.
At the election of any Indemnified Party, the Borrower shall defend such 
Indemnified Party using legal counsel satisfactory to such Indemnified Party in 
such Person's sole discretion, at the sole cost and expense of the Borrower.  
All amounts owing under this Section 10.4 shall be paid within thirty (30) days 
after written demand.

     SECTION X.5.  Survival.  The obligations of the Borrower under 
Sections 10.3 and 10.4 shall in each case survive any termination of this 
Agreement, the payment in full of all Obligations and the termination of all 
Commitments.  The representations and warranties made by each Obligor in this 
Agreement and in each other Loan Document shall survive the execution and 
delivery of this Agreement and each such other Loan Document.

     SECTION X.6.  Severability.  Any provision of this Agreement or any other 
Loan Document which is prohibited or unenforceable in any jurisdiction shall, as
to such provision and such jurisdiction, be ineffective to the extent of such 
prohibition or unenforceability without invalidating the remaining provisions of
this Agreement or such Loan Document or affecting the validity or enforceability
of such provision in any other jurisdiction.

     SECTION X.7.  Headings.  The various headings of this Agreement and of 
each other Loan Document are inserted for convenience only and shall not affect 
the meaning or interpretation of this Agreement or such other Loan Document or 
any provisions hereof or thereof.

     SECTION X.8.  Execution in Counterparts, Effectiveness, etc.  This 
Agreement may be executed by the parties hereto in several counterparts, each of
which shall be executed by the Borrower and the Lender and be deemed to be an 
original and all of which shall constitute together but one and the same 
agreement.  This Agreement shall become effective when counterparts hereof are 
executed on behalf of the Borrower and the Lender.  This Agreement is made and 
entered into for the sole protection and legal benefit of the Borrower and the 
Lender and Persons indemnified hereunder, and their permitted successors and 
assigns, and no other Person shall be a direct or indirect legal beneficiary of,
or have any direct or indirect cause of action or claim in connection with, this
Agreement or any of the other Loan Documents.

     SECTION X.9.  Governing Law; Entire Agreement.  THIS AGREEMENT, THE NOTES 
AND EACH OTHER LOAN DOCUMENT (OTHER THAN THE MORTGAGES OR AS EXPRESSLY PROVIDED 
IN ANY SUCH DOCUMENT) SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND 
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.  This Agreement, the 
Notes and the other Loan Documents constitute the entire understanding among the
parties hereto with respect to the subject matter hereof and supersede any prior
agreements, written or oral, with respect thereto.

     SECTION X.10.  Successors and Assigns.  This Agreement shall be binding 
upon and shall inure to the benefit of the parties hereto and their respective 
successors and assigns; provided, however, that:

          (a)     the Borrower may not assign or transfer its rights or 
     obligations hereunder without the prior written consent of the Lender; and

          (b)     the rights of sale, assignment and transfer of the Lender 
     are subject to Section 10.11.

     SECTION X.11.  Sale and Transfer of Loans and Notes; Participations in 
Loans and Notes.  The Lender may assign, or sell participations in, its Loans 
and Commitments to one or more other Persons in accordance with this Section 
10.11.

     SECTION X.11.1.  Assignments.  The Lender may at any time assign and 
delegate to one or more Persons, including without limitation, banks or other 
financial institutions (each Person to whom such assignment and delegation is to
be made, being hereinafter referred to as an "Assignee Lender"), all or any 
fraction of the Lender's total Loans and Commitments (which assignment and 
delegation shall be of a constant, and not a varying, percentage of all the 
Lender's Loans and Commitments) in a minimum aggregate amount of $1,000,000 (or 
the entire remaining amount of the Lender's  Loans and Commitments); provided, 
however, that the Lender is required at all times to maintain Loans, Letter of 
Credit Outstandings and Commitments hereunder in an aggregate amount of 
$1,000,000 (unless the Lender shall have reduced its Loans, Letter of Credit 
Outstandings and Commitments to zero); provided, further, however, that the 
Borrower and each other Obligor shall be entitled to continue to deal solely and
directly with the Lender in connection with the interests so assigned and 
delegated to an Assignee Lender until

          (a)     written notice of such assignment and delegation, together 
     with payment instructions, addresses and related information with respect 
     to such Assignee Lender, shall have been given to the Borrower by the 
     Lender and such Assignee Lender, 

          (b)     such Assignee Lender shall have executed and delivered to 
     the Borrower and the Lender a Lender Assignment Notice, accepted by the 
     Lender, and

          (c)     the processing fees described below shall have been paid.

From and after the date that the Assignee Lender delivers such Lender Assignment
Notice, (x) the Assignee Lender thereunder shall be deemed automatically to have
become a party hereto and to the extent that rights and obligations hereunder 
have been assigned and delegated to such Assignee Lender in connection with such
Lender Assignment Notice, shall have the rights and obligations of a Lender 
hereunder and under the other Loan Documents, and (y) the assignor Lender, to 
the extent that rights and obligations hereunder have been assigned and 
delegated by it in connection with such Lender Assignment Notice, shall be 
released from its obligations hereunder and under the other Loan Documents.  
Within five (5) Business Days after its receipt of notice that the Lender has 
received an executed Lender Assignment Notice and the Borrower has received from
the Lender execution copies of appropriate Notes, the Borrower shall execute and
deliver to the relevant Assignee Lender new Notes evidencing such Assignee 
Lender's assigned Loans and Commitments and, if the assignor Lender has retained
Loans and Commitments hereunder, replacement Notes in the principal amount of 
the Loans and Commitments retained by the assignor Lender hereunder (each such 
Note to be in exchange for, but not in payment of, the corresponding Note then 
held by such assignor Lender).  The assignor Lender shall mark the predecessor 
Note "exchanged" and deliver it to the Borrower.  Accrued interest on that part 
of the predecessor Note evidenced by the new Notes, and accrued fees, shall be 
paid as provided in the Lender Assignment Notice.  Accrued interest on that part
of the predecessor Note evidenced by the replacement Notes shall be paid to the 
assignor Lender.  Accrued interest and accrued fees shall be paid at the same 
time or times provided in the predecessor Notes and in this Agreement.  Such 
assignor Lender or such Assignee Lender must also pay a processing fee to the 
Lender upon delivery of any Lender Assignment Notice in the amount of $2,500.  
Any attempted assignment and delegation not made in accordance with this Section
10.11.1 shall be null and void.  Nothing contained in this Agreement shall 
prohibit any Lender from pledging or assigning any Note to any Federal Reserve 
Bank in accordance with Applicable Law.

     SECTION X.11.2.  Participations.  The Lender may at any time sell to one 
or more Persons, including without limitation commercial banks (each of such 
commercial banks and other Persons being herein called a "Participant") 
participating interests in any of the Loans, Commitments, or other interests of 
the Lender hereunder; provided, however, that

          (a)     no participation contemplated in this Section 10.11.2 shall 
     relieve the Lender from its Commitments or its other obligations hereunder 
     or under any other Loan Document,

          (b)     the Lender shall remain solely responsible for the 
     performance of its Commitments and such other obligations,
     
          (c)     the Borrower and each other Obligor shall continue to deal 
     solely and directly with the Lender in connection with the Lender's rights 
     and obligations under this Agreement and each of the other Loan Documents,

          (d)     the Borrower shall not be required to pay any amount under 
     Section 5.2 or Section 10.3 that is greater than the amount which it would 
     have been required to pay had no participating interest been sold,

          (e)     any agreement pursuant to which any Lender may grant such a 
     participating interest shall provide that such Lender shall retain the 
     sole right and responsibility to enforce the obligations of the Borrower 
     and the Issuer hereunder,

          (f)     the Lender shall not transfer, grant or assign any 
     participation under which the Participant shall have rights to approve any 
     amendment to or waiver of this Agreement except to the extent such 
     amendment or waiver would (i) increase the amount of the Participants' 
     Loans or Commitment, (ii) reduce the principal of, or interest on, any of 
     the Lender's Loans, or any fees payable to the Lender hereunder, (iii) 
     postpone any date fixed for any scheduled payment of principal of, or 
     interest on, any of the Lender's Loans, or any fees or other amounts 
     payable to the Lender hereunder or (iv) release all of substantially 
     collateral security for any Obligation, and
     
          (g)     in a participation certificate or other document evidencing 
     such participating interest, the Participant shall acknowledge that the 
     confidentiality obligations of Section 10.14 shall be binding upon the 
     Participant.

Each Participant shall be entitled to the benefits of Section 4.8, 5.1, 5.2, 
5.4, 10.3 and 10.4; provided that no Participant shall be entitled to receive 
any greater amount pursuant to such Sections than the transferor Lender would 
have been entitled to receive in respect of the amount of the participating 
interest transferred by such transferor Lender to such Participant had no such 
transfer occurred; and provided further that the Borrower shall not be required 
to pay an amount under any Loan Document that is greater than the amount which 
it would have been required to pay had no participating interest been sold.

The Borrower acknowledges and agrees that each Participant, for purposes of 
Sections 5.1 and 5.2 (except as provided in Section 10.11.2(d)), 10.3 and 10.4, 
shall be considered a Lender.

     SECTION X.12.  Forum Selection and Consent to Jurisdiction.  ANY 
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS 
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF 
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE LENDER OR THE 
BORROWER SHALL BE BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF ILLINOIS 
OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; 
PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR 
OTHER PROPERTY MAY BE BROUGHT, AT THE LENDER'S OPTION, IN THE COURTS OF ANY 
JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  THE BORROWER
HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF 
THE STATE OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN 
DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE 
AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN 
CONNECTION WITH SUCH LITIGATION.  THE BORROWER FURTHER IRREVOCABLY CONSENTS TO 
THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL 
SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS.  THE BORROWER HEREBY EXPRESSLY 
AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION 
WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH 
LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY 
SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  TO THE EXTENT THAT 
THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY 
COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT 
PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO 
ITSELF OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN 
RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

     SECTION X.13.  Waiver of Jury Trial.  THE LENDER AND THE BORROWER HEREBY 
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A 
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, 
UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY 
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR 
ACTIONS OF THE LENDER OR THE BORROWER.  THE BORROWER ACKNOWLEDGES AND AGREES 
THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND 
EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND 
THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER ENTERING INTO THIS 
AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.

     SECTION X.14.  Notice   THIS WRITTEN AGREEMENT TOGETHER WITH THE OTHER 
LOAN DOCUMENTS REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES.  

     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
executed by their respective officers thereunto duly authorized as of the day 
and year first above written.

                              FUTURE PETROLEUM CORPORATION, a Utah 
                              corporation

                              By: /s/ Carl Price     
                              Title: President

                              Address:  2351 West Northwest Highway
                                        Suite 2130     Dallas, TX 75220

                              BANK OF AMERICA NATIONAL TRUST AND SAVINGS 
                              ASSOCIATION

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

                              Address:  231 South LaSalle Street
                                        Chicago, Illinois  60697

                              All notices should be sent to:

                              333 Clay Street, Suite 4550
                              Houston, Texas  77002

                              Fax:  (713) 651-4888

                                SCHEDULE I

                            DISCLOSURE SCHEDULE

     ITEM 7.9     Litigation.

See attached.
(Please contact company for copy.)

     ITEM 7.12     Employee Benefit Plans.

See attached.
(Please contact company for copy.)

     ITEM 7.14     Claims and Liabilities.

See attached.
(Please contact company for copy.)

     ITEM 7.17     Environmental Matters.

See attached.
(Please contact company for copy.)

     ITEM 8.2.2(f) Existing Indebtedness.

See attached.
(Please contact company for copy.)

     ITEM 8.2.12 Take or Pay Contracts.

See attached.
(Please contact company for copy.)

     SCHEDULE II

     Subsidiaries

1. Future Petroleum Corporation, a Texas corporation

2. Future Energy Corporation, a Nevada corporation

3. Future CAL-TEX Corporation, a Texas corporation

4. Future Acquisition 1995, Ltd., a Texas limited partnership

5. BMC Development No. 1 Limited Partnership, a Texas limited partnership

6. NCI Shawnee Limited Partnership a Texas limited partnership

                              SCHEDULE III

     Certain Consents and Mortgage Consents

     See attached pages.
(Please contact company for copy.)

                              SCHEDULE IV

                         Certain Acquired Properties

Part A - Cody Properties:

All of the right, title and interest of Cody Energy, Inc. in and to the Leroy 
North Field, Vermilion Parish, Louisiana; and

all of the right, title and interest of Cody Texas, L.P. in and to:

1.     Bright Falcon Field, Jackson County, Texas;
2.     Dudake Field, Brazos County, Texas;
3.     Giddings Field, Burleson County, Texas;
4.     Kirtley Field, Bastrop and Fayette Counties, Texas;
5.     Kinder Field, Brazos County, Texas;
6.     Lela Edwards Field, Burleson County, Texas; and 
7.     Riverside Campus Field, Brazos County, Texas.

Part B - Chevron South Coles Levee Property:

All of the right, title and interest of Chevron U.S.A. Inc. in and to (1) that 
certain Oil and Gas Lease, a memorandum of which was recorded on July 20, 1938, 
in Book 805, Page 382, of the Official Records of Kern County, California; and 
(2) that certain Unit Plan for South Coles Levee Field dated February 1, 1944, 
by and among The Ohio Oil Company, as Operator, and Standard Oil Company of 
California, et al., as Non-Operators, as amended.

Part C - Raccoon Bend Property:

All of the right, title and interest of Exxon Corporation in and to, among other
properties, the following wells, leases (from the surface down to the 
stratigraphic equivalent of the base of the Cockfield formation as found at 
4,997' MD in the Humble Oil & Refining Company Diemar #Y-12, API #42015 4400), 
units, fee and other interests and properties, all of which are located in 
Austin or Waller Counties, Texas:

Austin College (Gutowsky)
Brown, Minnie No. 6 (Gutowsky)
Diemer, Mrs. Alberta (Lwr Cockfield)
Duncan State Land -B- Lwr Cockfield)

Hardy, Rufus -B- (Gutowsky FB E)
McCasland, A.T., A/C 1 (Upr Cockfield)
McCasland, A.T., A/C 2 (Upr Cockfield)
Mueller, A. (Micocene Y)
Paine, Robert G. (Lwr Cockfield)
Raccoon Bend Miocene Unit (Miocene)
Sherrod, Luther R. (Lwr Cockfield)
Thompson, R.W. (Lwr Cockfield)
Waterflood Unit #1 (Jackson)
Waterflood Unit #2 (Jackson)
Wilson, J.W. (Micocene Z)
Raccoon Bend Cockfield Unit (Lwr Cockfield)

McCasland, A.T., A/C #1 (Grawunder)
Hellmuth No. 23 (DY2/DY1/RAGS)
Paine No. 32 (DY-2S, DY-1, RAGS)

JW Wilson No. 13 Offset (DY-4,3,2,1)
Machemehl B2 Offset (DY-2, DY-1)
Thompson Lease (DY-2, DY-1)
JW Wilson No. 16 Twin (DY-1)
S. Hellmuth (DY-2)
Hellmuth No. 23 U (DY3, 2L, 2U, 1/RAGS)

     

                           AMENDED AND RESTATED
                         SECURED PROMISSORY NOTE

$50,000,000.00                                   December 4, 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 December 4, 2003, the principal sum of FIFTY MILLION DOLLARS 
($50,000,000.00) or, if less, the aggregate unpaid principal amount of all Loans
made by the Lender pursuant to that certain Amended and Restated Credit 
Agreement, dated as of December 4, 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, restates and consolidates in their entirety those Notes 
previously made and given by the Borrower to the Lender as 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.

     Except for notices to the Borrower as required by Section 9.3 of 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

(Please contact the company for a copy.)

                               EXHIBIT B

                       FORM OF SECURITY AGREEMENT

                              EXHIBIT C-1

                               FORM OF 
                         BORROWING REQUEST

Bank of America National Trust and Savings Association
231 South LaSalle Street
Chicago, Illinois  60697
Telecopy:  ____________

Attention:  [Name]
 [Title]

Re:     FUTURE PETROLEUM CORPORATION                          

Ladies and Gentlemen:

This Borrowing Request is delivered to you pursuant to Section 2.3 of the 
Amended and Restated Credit Agreement, dated as of December 4, 1998, (together 
with all amendments, if any, from time to time made thereto, the "Credit 
Agreement"), between FUTURE PETROLEUM CORPORATION, a Utah corporation (the 
"Borrower") and Bank of America National Trust and Savings Association (the 
"Lender").  Unless otherwise defined herein or the context otherwise requires, 
terms used herein have the meanings provided in the Credit Agreement.

The Borrower hereby requests that a Loan be made in the aggregate 
principal amount of $__________ on __________, 19__.  The Loan will be used for 
the following purpose (which is a permitted use under Section 2.7 of the Credit 
Agreement):  _______________________.

The Borrower hereby acknowledges that, pursuant to Section 6.3.2 of the 
Credit Agreement, each of the delivery of this Borrowing Request and the 
acceptance by the Borrower of the proceeds of the Loans requested hereby 
constitute a representation and warranty by the Borrower that, on the date of 
such Loans, and before and after giving effect thereto and to the application of
the proceeds therefrom, all statements set forth in Section 6.3.1 are true and 
correct in all material respects (unless stated to relate solely to an earlier 
date, in which case such statements shall be true and correct as of such earlier
date).

The Borrower agrees that if prior to the time of the borrowing requested 
hereby any matter certified to herein by it will not be true and correct at such
time as if then made, it will immediately so notify the Lender.  Except to the 
extent, if any, that prior to the time of the borrowing requested hereby the 
Lender shall receive written notice to the contrary from the Borrower, each 
matter certified to herein shall be deemed once again to be certified as true 
and correct at the date of such borrowing as if then made. 

Please wire transfer the proceeds of the borrowing to the following 
accounts ______________________________ .

IN WITNESS WHEREOF, the Borrower has caused this request to be executed 
and delivered by its duly Authorized Officer as of __________ __, 19__.

                              FUTURE PETROLEUM CORPORATION, a Utah     
                              corporation

                              By:          
                              Name:  B. Carl Price
                              Title:  President

                                EXHIBIT C-2
 
                                 FORM OF 
                      CONTINUATION/CONVERSION NOTICE

                                EXHIBIT D

                            FORM OF GUARANTY

                               EXHIBIT E-1

                        FORM OF CALIFORNIA MORTGAGE

                                EXHIBIT E-2

                        FORM OF MULTI-STATE MORTGAGE

                                EXHIBIT F-1

               FORM OF PLEDGE AGREEMENT (PARTNERSHIP INTERESTS)

                                 EXHIBIT F-2

                      FORM OF PLEDGE AGREEMENT (STOCK)

                                   EXHIBIT G

                          LENDER ASSIGNMENT NOTICE

Bank of America National Trust and Savings Association
231 South LaSalle Street
Chicago, Illinois  60697
Telecopy:  ____________

Attention:  [Name]
[Title]

Re:     FUTURE PETROLEUM CORPORATION

Ladies and Gentlemen:

We refer to clause (b) of Section 10.11.1 of the Amended and Restated 
Credit Agreement, dated as of December 4, 1998, (together with all amendments 
and other modifications, if any, from time to time thereafter made thereto, the 
"Credit Agreement"), between FUTURE PETROLEUM CORPORATION, a Utah corporation 
(the "Borrower") and Bank of America National Trust and Savings Association (the
"Lender").  Unless otherwise defined herein or the context otherwise requires, 
terms used herein have the meanings provided in the Credit Agreement.

This notice is delivered to you pursuant to clause (b) of Section 10.11.1 
of the Credit Agreement and also constitutes notice to each of you, pursuant to 
clause (a) of Section 10.11.1 of the Credit Agreement, of the assignment and 
delegation to _______________ (the "Assignee") of ___% (and the Assignor hereby 
assigns and delegates to the Assignee __%_) of the Loans and Commitments of 
_____________ (the "Assignor") outstanding under the Credit Agreement on the 
date hereof.  After giving effect to the foregoing assignment and delegation, 
the Assignor's and the Assignee's Percentages for the purposes of the Credit 
Agreement are set forth on Schedule I hereto.  The Assignor makes such 
assignment and delegation without any representations, warranties or recourse 
whatsoever except that the Assignor is the legal and beneficial owner of the 
interest being assigned by it hereunder and that such interest is free and clear
of any adverse claim.

[Add paragraph dealing with accrued interest with respect to Loans 
assigned.]

The Assignee hereby acknowledges and confirms that it has received a copy 
of the Credit Agreement and the other Loan Documents and the exhibits related 
thereto, together with copies of the documents which were required to be 
delivered under the Credit Agreement as a condition to the making of the Credit 
Extensions thereunder. 

Except as otherwise provided in the Credit Agreement, effective as of the 
date of delivery hereof

(a)  the Assignee

(i)  shall be deemed automatically to have become a party to 
the Credit Agreement, have all the rights and obligations of a 
"Lender" under the Credit Agreement and the other Loan Documents as 
if it were an original signatory thereto to the extent specified in 
the second paragraph hereof; and 

(ii)  agrees to be bound by the terms and conditions set forth 
in the Credit Agreement and the other Loan Documents as if it were 
an original signatory thereto; and

(b)  the Assignor shall be released from its obligations under the 
Credit Agreement and the other Loan Documents to the extent specified in 
the second paragraph hereof.

The Assignor and the Assignee hereby agree that the [Assignor] [Assignee] 
will pay to the Lender the processing fee referred to in Section 10.11.1 of the 
Credit Agreement upon the delivery hereof.

Administrative information for the Assignee is set forth in Schedule II 
hereto.  

This notice may be executed by the Assignor and Assignee in separate 
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute one and the same 
instrument.

[ASSIGNOR] 

By:______________________________________
   Title:

[ASSIGNEE] 

By:______________________________________
   Title:

                              SCHEDULE I
                              TO LENDER
                          ASSIGNMENT NOTICE

ASSIGNOR'S ADJUSTED PERCENTAGES:

Commitment and Loans:          __%

Letters of Credit:      __%

ASSIGNEE'S PERCENTAGES:

Commitment and Loans:     __%

Letters of Credit:          __%

                                 SCHEDULE II  
                                  TO LENDER   
                               ASSIGNMENT NOTICE

ADDRESS FOR NOTICES:

Name of Assignee:_________________

                                EXHIBIT H

             FORM OF OPINIONS OF COUNSEL TO THE BORROWER, ET AL.

                               EXHIBIT I-1

               FORM OF PRE-CLOSING TITLE OPINIONS OF SPECIAL
                       TITLE COUNSEL TO THE BORROWER

     Form of Pre-Closing Title Opinion

     [Letterhead of Title Counsel]

     _________________, 1998

Bank of America National Trust and Savings Association
c/o Mayer, Brown & Platt
350 South Grand Avenue
25th Floor
Los Angeles, California  90071

Attention:  Kevin L. Shaw

PRE-CLOSING TITLE OPINION
Interests of [Partnership 
Subsidiary], __________ County, 
___________

Gentlemen:

  This opinion is given in connection with the Amended and Restated Credit 
Agreement ("Credit Agreement") dated as of December 4, 1998, between FUTURE 
PETROLEUM CORPORATION, as the borrower ("Borrower") and Bank of America National
Trust and Savings Association, as the lender ("Mortgagee").  Capitalized terms 
used in this opinion but not expressly defined herein shall have the respective 
meanings given to them in the Credit Agreement.

Please refer to our [Preliminary Title Opinion] ("Title Opinion") dated 
__________, 199__, covering lands more particularly described therein 
(collectively, the "Lands"). In addition to the title materials examined as 
listed in the Title Opinion, we have examined copies of the following documents:

     [HERE LIST DOCUMENTS EXAMINED]

We are of the opinion that:

A.     Fully executed originals of items _____________________ should be 
filed for record in the office of the [Clerk] of _____________ County of the 
State of ______________.  Upon the accomplishment of such recordation and 
filings, the Mortgage will constitute, as security for (i) the loans made and to
be made pursuant to the Credit Agreement and to be evidenced by the Notes, and 
(ii) the obligations of ___________ ("Mortgagor") and its Affiliates to Bank of 
America National Trust and Savings Association and its Affiliates under Hedging 
Agreements to which they are or may become parties, a legally valid and 
enforceable first mortgage lien on the interests of Mortgagor in the Lands and 
a first perfected security interest in the interest of Mortgagor in all accounts
and proceeds resulting from the sale at the wellhead of minerals to be severed 
from the aforesaid interests of Mortgagor.  No other or further filings or 
recordings will be required to establish, perfect and maintain such lien and 
security interest, except as expressly set forth herein, subject to our comments
and requirements set forth hereinbelow.

B.     Following execution of the documents listed as items ____ 
_____________________ and recordation of the documents listed as 
______________________________________ (in the order listed, and assuming that 
no intervening adverse instruments are recorded), the interests of Mortgagor and
covered by your Mortgage, will be as follows:

1.     [Tract 1:]     Operating     Net Revenue
Interest     Interest

_____________     _________     __________

     [HERE LIST INTERESTS IN EACH TRACT]

C.     Under the applicable laws of the State of _____________, including 
applicable recording, filing and registration laws and regulations, no mortgage,
documentary, stamp or similar taxes are payable in connection with the 
execution, delivery or recording of the Mortgage or the transactions 
contemplated thereby, insofar as the Mortgage and the transactions relate to 
property located in or subject to the laws of the State of _______________, 
other than statutory recording and filing fees to be paid upon the recording and
filing of the Mortgage and UCC 1.

D.     Under the laws of the State of _______________, the priority of the 
Mortgage, to the extent the Mortgage secures obligatory future advances and is 
a conveyance of or creates a lien against a real property interest, is 
determined by the date on which the Mortgage is recorded.

E.     Under the laws of the State of _______________ and local 
jurisdictions therein, there is no statutory or regulatory lien in favor of any 
governmental entity for (a) liability under _________ environmental laws or 
regulations, or (b) damages (including natural resources damages) arising from 
or costs incurred by such governmental entity in response to the release of a 
hazardous or toxic waste, substance, pollutant, constituent, or other substance 
into the environment which, if not of record in the mortgage records in the 
County where such lands are located, would have priority over the Mortgage [HERE
STATE EXCEPTIONS, AS APPLICABLE].

F.     Under the laws of the State of _____________ and local 
jurisdictions therein, there are no statutory and regulatory requirements 
relating to the transfer of ownership or operation or sale of premises upon 
which there are hazardous or toxic wastes, or upon which there are certain 
facilities which indicate a likelihood of such wastes (except for various 
requirements that regulatory bodies receive notification when an environmental 
permittee, licensee, or notifier changes) which require (i) notification of the 
State or of the local jurisdiction of such transfer, or sale, (ii) certification
that there has been no discharge of toxic or hazardous waste or other 
substances, or (iii) in the event of a discharge, the assumption prior to such 
transfer of ownership, or operation, or sale, of responsibility by the lender 
for the undertaking of remedial measures to alleviate environmental 
contamination resulting from such discharge.

G.     It is necessary that a continuation statement be filed regarding 
the Financing Statement within six (6) months prior to the end of each five (5) 
year period.

This finding of title, and mortgaged interests of Mortgagor in your favor, 
is subject to all unsatisfied (in whole or in part) Requirement of the Title 
Opinion, as well as all limitations, comments and remarks set forth therein and 
herein.

After the proper execution and recordation of the documents listed as 
______________________________________, as required above, it will be necessary 
to examine the Public Records of ______________________ County, _______________,
to insure that there have been no adverse alienation, liens or encumbrances 
recorded or filed, or suffered to be recorded or filed, since the certification 
dates of the Abstracts examined in connection with the rendition of the Title 
Opinion.  We will furnish you a Post-Closing Title Opinion after execution of 
the documents listed above as _________________________________________ and 
recordation of the documents listed above as _________________________________, 
completion of the records search set forth above, and our examination of the 
documentation in connection with same, such opinion to be substantially in the 
form of that attached hereto.

Very truly yours,     

__________________________

                               EXHIBIT I-2

     FORM OF POST-CLOSING
     TITLE OPINIONS OF SPECIAL
     TITLE COUNSEL TO THE BORROWER

                  Form of Post-Closing Title Opinion

                   [Letterhead of Title Counsel]

     _______________, 199__

Bank of America National Trust
 and Savings Association
c/o Mayer, Brown & Platt
350 South Grand Avenue
25th Floor
Los Angeles, California  90071

Attention:  Kevin L. Shaw

POST-CLOSING TITLE OPINION
Interests of [Partnership 
Subsidiary], __________ County, 
___________

Gentlemen:

This opinion is rendered in connection with the closing under that certain 
Amended and Restated Credit Agreement dated as of December 4, 1998 (the "Credit 
Agreement"), between Bank of America National Trust and Savings Association, as 
the lender (the "Lender") and FUTURE PETROLEUM CORPORATION, as the borrower (the
"Borrower").  Capitalized terms used in this opinion but not expressly defined 
herein shall have the respective meanings given to them in the Credit Agreement.

Please refer to our [here list prior Title Opinion] ("Title Opinion") 
dated __________, 199__, covering lands more particularly described therein 
(collectively the "Lands").  In addition to the title materials examined as 
listed in the Title Opinion, we have examined executed originals of the 
following documents:

     [HERE LIST DOCUMENTS EXAMINED]

We are of the opinion that:

A.     The Mortgage constitutes, as security for (i) the loans made and to 
be made by the Lender pursuant to the Credit Agreement and evidenced by the 
Notes, and (ii) the obligations of the Borrower and its Affiliates to the Lender
or its Affiliates under Hedging Agreements between the Borrower and any such 
Affiliates of the Lender, a legally valid and enforceable first mortgage lien on
the interests of ____________ ("Mortgagor") in the Lands, and a first perfected 
security interest in the interests of Mortgagor in all accounts and proceeds 
resulting from the sale at the wellhead of minerals to be severed from the 
aforesaid interests of Mortgagor.  No other or further filings or recordings are
required to establish, perfect and maintain such lien and security interest, 
except as expressly set forth herein, subject to our comments and requirements 
set forth hereinbelow.

B.     It is our opinion that the interests of Mortgagor, and covered by 
your Mortgage are as follows:

I.     [Tract 1:]     Operating     Net Revenue
Interest     Interest

Borrower     _________     _________

     [HERE LIST INTERESTS IN EACH TRACT]

C.     Under the applicable laws of the State of _____________, including 
applicable recording, filing and registration laws and regulations, no mortgage,
documentary, stamp or similar taxes are payable in connection with the 
execution, delivery or recording of the Mortgage or the transactions 
contemplated thereby, insofar as the Mortgage and the transactions relate to 
property located in or subject to the laws of the State of ________________, 
other than statutory recording and filing fees which were paid upon the 
recording and filing of the Mortgage and UCC 1.

D.     Under the laws of the State of ________________, the priority of 
the Mortgage, to the extent the Mortgage secures obligatory future advances and 
is a conveyance of or creates a lien against a real property interest, was 
established as of ___________, 199__.

E.     Under the laws of the State of ________________ and local 
jurisdictions therein, there is no statutory regulatory lien in favor of any 
governmental entity for (a) liability under ______ environmental laws or 
regulations, or (b) damages (including natural resources damages) arising from 
or costs incurred by such governmental entity in response to the release of a 
hazardous or toxic waste, substance, pollutant, constituent, or other substance 
into the environment which, if not of record in the mortgage records in the 
County where such lands are located, would have priority over the Mortgage [HERE
LIST EXCEPTIONS, AS APPLICABLE].

F.     Under the laws of the State of ________________ and local 
jurisdictions therein, there are no statutory and regulatory requirements 
relating to the transfer of ownership or operation or sale of premises upon 
which there are hazardous or toxic wastes, or upon which there are certain 
facilities which indicate a likelihood of such wastes (except for various 
requirements that regulatory bodies receive notification when an environmental 
permittee, licensee, or notifier changes) which require (i) notification of the 
State or of the local jurisdiction of such transfer, or sale, (ii) certification
that there has been no discharge of toxic or hazardous waste or other 
substances, or (iii) in the event of a discharge, the assumption prior to such 
transfer of ownership, or operation, or sale, of responsibility by the lender 
for the undertaking of remedial measures to alleviate environmental 
contamination resulting from such discharge.

G.     The Mortgage contains the terms and provisions necessary to enable 
the Lender, following a default under the Mortgage, to exercise remedies which 
are customarily available to mortgagees under mortgages encumbering real 
property under the laws of the State of ________________.

H.     The form of financing statement described in item ___ of this 
opinion ("Financing Statement") is sufficient in form to perfect the security 
interest in Mortgagor's interest in the Mortgaged Property not considered real 
property or fixtures, to the extent that such Mortgaged Property is deemed to be
located in the State of ________________, and a security interest in such 
Mortgaged Property can be perfected by the filing of a financing statement.  To 
the extent that the Mortgaged Property owned by Mortgagor not considered real 
property or fixtures is deemed to be located in the State of ________________ 
and security interests in the various types of such Mortgaged Property described
in the Financing Statement can be perfected by filing in the State of 
________________ under the provisions of Article 9 of the Uniform Commercial 
Code, such security interests have been perfected by filing of the Financing 
Statement in the Office of the ________________ Secretary of State.  

I.     The Lender is not required, solely as a result of the transactions 
contemplated by the Loan Documents, to qualify to do business in the State of 
________________ in order to exercise its rights under the Mortgage.  Solely as 
a result of the transactions contemplated by the Loan Documents, the Lender will
not become subject to any taxes or fees of any kind under the laws of the State 
of ________________.

J.     The payment by the Borrower and receipt by the Lender of the 
aggregate principal, interest and fees to be paid, and the method of calculation
and payment thereof, pursuant to the Loan Documents is not usurious under, or 
otherwise in violation of, the laws of the State of ________________.

K.     Certain rights, remedies and waivers contained in the Loan 
Documents which relate to the Mortgaged Property may be rendered ineffective, or
limited by applicable State of ________________ laws or judicial decisions 
(other than those reflected in the qualifications and assumptions set forth 
herein) governing such provisions, but in our opinion such laws and judicial 
decisions do not make the Loan Documents invalid as a whole, and there exist, in
the Loan Documents or pursuant to applicable law, legally adequate remedies for 
a realization of the principal benefits and/or security reasonably intended to 
be provided by the Loan Documents.

L.     It is necessary that a continuation statement be filed regarding 
the Financing Statement within six (6) months prior to the end of each five (5) 
year period.

M.     This finding of title in the interests of Mortgagor mortgaged in 
your favor is subject to all unsatisfied (in whole or in part) Requirements of 
the Title Opinion, as well as all limitations, comments and remarks set forth 
therein and herein.

Very truly yours,

_______________________________

                               EXHIBIT J

                            FORM OF CONSENT

                               EXHIBIT K

                           ISSUANCE REQUEST

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
[Address]
[Address]
Telecopy:  ____________

Attention:  [Name]
            [Title]

     FUTURE PETROLEUM CORPORATION

Ladies and Gentlemen:

This Issuance Request is delivered to you pursuant to Section 4.1 of the 
Amended and Restated Credit Agreement, dated as of December 4, 1998 (together 
with all amendments, if any, from time to time made thereto, the "Credit 
Agreement"), between FUTURE PETROLEUM CORPORATION, a Utah corporation (the 
"Borrower") and Bank of America National Trust and Savings Association, a 
national banking association (the "Lender").  Unless otherwise defined herein or
the context otherwise requires, terms used herein have the meanings provided in 
the Credit Agreement.

The Borrower hereby requests that on _________, 19__ (the "Date of 
Issuance") you  /[issue a Letter of Credit on ______________, 19__ in the 
initial Stated Amount of $_______________ with a Stated Expiry Date (as defined 
therein) of ______________, 19__] [extend the Stated Expiry Date (as defined 
under Irrevocable Standby Letter of Credit No.__, issued on 
__________________________, 19 __, in the initial Stated Amount of 
$______________) to a revised Stated Expiry Date (as defined therein) of 
_________________, 19__]. 

The beneficiary of the requested Letter of Credit will be / 
_______________________________, and such Letter of Credit will be in support of
 / ________________________________.

The Borrower hereby acknowledges that, pursuant to Section 6.3.2 of the 
Credit Agreement, each of the delivery of this Issuance Request and the 
[issuance][extension]  of the Letter of Credit requested hereby constitutes a 
representation and warranty by the Borrower that, on such date of [issuance] 
[extension] all statements set forth in Section 6.3.2 are true and correct in 
all material respects (unless such statements relate solely to an earlier date, 
in which case such statements shall be true and correct as of such earlier 
date).

The Borrower agrees that if, prior to the time of the  /[issuance] 
[extension] of the Letter of Credit requested hereby, any matter certified to 
herein by it will not be true and correct at such time as if then made, it will 
immediately so notify the Lender.  Except to the extent, if any, that prior to 
the time of the issuance or extension requested hereby the Lender shall receive 
written notice to the contrary from the Borrower, each matter certified to 
herein shall be deemed to be certified at the date of such issuance or 
extension.

IN WITNESS WHEREOF, the Borrower has caused this request to be executed 
and delivered by its duly Authorized Officer as of __________ __, 19__. 

FUTURE PETROLEUM CORPORATION, a Utah 
corporation

By      
   Name:
   Title:  

                                EXHIBIT L

               FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT

     BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
     _____________________
     _____________________

     Irrevocable Standby Letter of Credit No. _______

_________________
_________________
_________________

Attention:  ________________
            ________________

Ladies and Gentlemen:

At the request and on the instructions of our customer, FUTURE PETROLEUM 
CORPORATION, a Utah corporation (the "Account Party"), we hereby establish in 
your favor this irrevocable, standby, non-transferable Letter of Credit in the 
original amount of 1/$________.

SECTION 1.  Definitions.  The following terms when used in this Letter 
of Credit shall have the following meanings:

"Account Party" is defined in the first paragraph.

"Authorized Officer" shall mean any of your ____________ whose signatures 
shall have been satisfactorily certified to us.

"Business Day" shall mean any day on which we are open for the purpose 
of conducting commercial banking business at our Payment Office.

"Credit Agreement" means the Amended and Restated Credit Agreement, dated 
as of December 4, 1998 (as amended, supplemented, amended and restated or 
otherwise modified from time to time thereafter), between the Account Party, and
Bank of America National Trust and Savings Association (the "Lender").

"Payment Office" is defined in Section 2.

"Stated Amount" means, at any time, the original amount of this Letter 
of Credit set forth in the first paragraph, as such amount has at such time been
reduced in accordance with Section 4.

"Stated Expiry Date" means ________, 19__, or such later date of which 
we advise you as being the date to which this Letter of Credit has been 
extended. 

SECTION 2.  Presentation.  Funds under this Letter of Credit will be made 
available to you, in lawful currency of the United States of America, against 
receipt by us of your written certificate in the form of Attachment 1 hereto, 
appropriately completed and signed by an Authorized Officer accompanied by the 
original of this Letter of Credit.  Presentation of each such certificate shall 
be made in person at our office located at                        2/ 
                          , Attention: _____________________ (our "Payment 
Office").

SECTION 3.  Payments.  Demands for payment in lawful money of the United 
States of America may be made by you under this Letter of Credit before 4:00 
p.m. during our business hours at our Payment Office on any Business Day; 
provided, however, that at no time shall the number of demands exceed [ ].  If 
demand for payment is made by you hereunder at or prior to 11:00 a.m. ([Chicago]
time) on a Business Day, and provided that such demand for payment and the 
documents presented in connection therewith conform to the terms and conditions 
hereof, payment will be made to you, or to your designee, of the amount 
demanded, in same day funds, at our Payment Office not later than 10:00 a.m. 
([Chicago] time) on the third succeeding Business Day.  If demand for payment is
made by you hereunder after 11:00 a.m. ([Chicago] time) on a Business Day, and 
provided that such demand for payment and the documents presented in connection 
therewith conform to the terms and conditions hereof, payment shall be made to 
you, or to your designee, of the amount demanded, in same day funds, at our 
Payment Office not later than 10:00 a.m. ([Chicago] time), on the fourth 
succeeding Business Day.  If requested by you, payment under this Letter of 
Credit will be made by wire transfer of same day funds to the account specified 
in your demand for payment.  If a demand for payment made by you hereunder does 
not, in any instance, conform to the terms and conditions of this Letter of 
Credit, we shall give you prompt notice that the demand for payment was not 
effected in accordance with the terms and conditions of this Letter of Credit, 
stating the reasons therefor, and that we will (subject to your further 
instructions) hold any documents at your risk and disposal which have been 
delivered to us by you.  Upon being notified that the demand for payment was not
effected in conformity with this Letter of Credit, you may attempt to correct 
any such non-conforming demand for payment to the extent that you are then 
entitled and able to do so.

SECTION 4.  Reduction of Stated Amount.  Each payment made by us 
hereunder shall permanently reduce the Stated Amount by the amount of such 
payment, and no demand for payment hereunder shall exceed the Stated Amount in 
effect at such time.  The Stated Amount of this Letter of Credit shall also be 
permanently reduced from time to time upon our receipt of your certification in 
the form of Attachment 2 hereto, appropriately completed and signed by an 
Authorized Officer.

SECTION 5.  Discharge.  Only you may make a demand for payment under this 
Letter of Credit.  Upon the payment to you, to your designee, or to your account
of the amount demanded hereunder, we shall be fully discharged of our obligation
under this Letter of Credit to the extent of such demand for payment, and, to 
the extent of such payment, we shall not thereafter be obligated to make any 
further payments under this Letter of Credit.  By paying to you, to your 
designee, or to your account any amount demanded in accordance herewith, we make
no representation as to the correctness of the amount demanded.

SECTION 6.  Termination.  Upon the earliest of:

(a)  the making by us of the final payment available to be made 
hereunder;     

(b)  the close of business at our Payment Office on the Stated 
Expiry Date;

(c)  the close of business at our Payment Office on the day 
occurring 30 days after we have given you written notice, at your address 
specified above, that an Event of Default (as defined in the Credit 
Agreement) has occurred and is continuing; or 

(d)  receipt by us of a certificate signed by an Authorized Officer 
stating that all obligations to which this Letter of Credit relates have 
been terminated, paid, or otherwise satisfied in full,

this Letter of Credit shall automatically terminate.  Upon its termination, you 
shall promptly deliver the original counterpart of this Letter of Credit to us 
for cancellation.

SECTION 7.  Notices, etc.  Communications with respect to this Letter of 
Credit shall be in writing and shall be addressed to us at our Payment Office, 
Attention: ________________________, specifically referring thereon to this 
Letter of Credit by number, followed by a copy to the Account Party at the 
address set forth in Section 2.

SECTION 8.  Governing Law.  THIS LETTER OF CREDIT SHALL BE DEEMED TO BE A 
CONTRACT MADE UNDER, AND SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF
ILLINOIS, [AND ALSO SUBJECT TO UCP 1983 REVISION ICC PUBLICATION NO. 400 AS IN 
EFFECT];  provided, however, that, to the extent of any inconsistency between 
the terms of this Letter of Credit and the UCP, the terms of this Letter of 
Credit shall govern.

SECTION 9.  Miscellaneous.  This Letter of Credit may not be transferred 
or assigned, either in whole or in part.  This Letter of Credit sets forth in 
full our undertaking, and such undertaking shall not in any way be modified, 
amended, amplified, or limited by reference to any document, instrument, or 
agreement referred to herein.

Very truly yours,

BANK OF AMERICA NATIONAL TRUST AND 
SAVINGS ASSOCIATION

By      
   Title:

                              ATTACHMENT 1

 
                  CERTIFICATE OF DEMAND FOR PAYMENT

      _____________, 19__

BANK OF AMERICA NATIONAL TRUST AND 
  SAVINGS ASSOCIATION
[Address]
[Address]
Telecopy:  ____________

Attention:  [Name]
            [Title]

     Re:  Irrevocable Standby Letter of Credit No. -   

The undersigned, a duly Authorized Officer of _____________ (the 
"Beneficiary"), hereby certifies to Bank of America National Trust and Savings 
Association (the "Issuer") that:

(a)  Unless otherwise defined, all capitalized terms used herein 
have the meanings assigned thereto in the Irrevocable Standby Letter of 
Credit No.__ (the "Letter of Credit"), dated ____________, 19__, issued by 
the Issuer on the application of FUTURE PETROLEUM CORPORATION (the 
"Account Party").

3/[(b)  The Beneficiary is making a demand for payment in lawful 
money of the United States of America under the Letter of Credit in the 
amount of $_________, which will be applied to payment of the obligations 
of the Account Party in connection with _________ under the __________ 
Agreement (the "Agreement").  The amount being demanded hereunder is now 
due and owing under the Agreement and payment of the amount being demanded 
hereunder was demanded of the Account Party on _____________ (which is not 
less than five Business Days prior to the date hereof), and has not yet 
been paid.  The amount demanded hereby does not on the date hereof, and 
will not on the date payment hereunder is required to be made after giving 
effect to all other amounts demanded under the Letter of Credit, exceed 
the Stated Amount of the Letter of Credit.] 

[(b)  The Beneficiary is making a demand for payment in lawful money 
of the United States of America under the Letter of Credit in the amount 
of $__________, which is the entire Stated Amount of the Letter of Credit 
as in effect on the date hereof, following its receipt of a written notice 
from you stating that an Event of Default has occurred and is continuing 
and, as a result thereof, the Letter of Credit will be terminated.]

(c)  Upon its receipt of the amount demanded under the Letter of 
Credit, the Beneficiary will

(i)  apply such amount directly to the payment of the Account 
Party's obligations under the _________ Agreement; and

(ii)  if after the application of proceeds described in clause 
(i) such obligations will be paid in full, deliver to you the 
original copy of the Letter of Credit, all releases as you may 
reasonably request, and all security, if any, held in respect of 
such obligations.

(d)  [Insert disbursement instructions.]

IN WITNESS WHEREOF, the Beneficiary has caused its Authorized Officer to 
execute and deliver this Certificate as of _________ __, 19__.

[Name of Beneficiary]

By      
   Title:

                              ATTACHMENT 2

                      CERTIFICATE OF REDUCTION

BANK OF AMERICA NATIONAL TRUST
  AND SAVINGS ASSOCIATION
[Address]
[Address]
Telecopy:  ____________

Attention:  [Name]
            [Title]

     Re:  Irrevocable Standby Letter of Credit No.-   

The undersigned, a duly Authorized Officer of                      (the 
"Beneficiary"), hereby requests Bank of America National Trust and Savings 
Association (the "Issuer"), to reduce the Stated Amount of the Irrevocable 
Standby Letter of Credit No. ___ (the "Letter of Credit"), dated _____________, 
19__, issued on the application of FUTURE PETROLEUM CORPORATION4/from _________
to __________.

Unless otherwise defined herein, all capitalized terms used herein and 
defined in the Letter of Credit shall be used herein as so defined.

IN WITNESS WHEREOF, the Beneficiary has caused its Authorized Officer to 
execute and deliver this Certificate as of ___________, 19__.

[Name of Beneficiary]

By      
   Title:

                             TABLE OF CONTENTS

SECTION                                                            PAGE

ARTICLE IDEFINITIONS AND ACCOUNTING TERMS                         -2-
1.1.       Defined Terms                                          -2-
1.2.       Use of Defined Terms                                   -28-
1.3.       Cross-References                                       -29-
1.4.       Accounting and Financial Determinations                -30-

ARTICLE IICOMMITMENTS, BORROWING PROCEDURES AND NOTES             -30-
2.1.       Commitments                                            -30-
2.1.1.     Tranche A Commitment                                   -31-
2.1.2.     Tranche B Commitment.                                  -31-
2.1.3.     Letters of Credit                                      -31-
2.1.4.     Lender Not Required To Make Loans, etc. Under Certain 
           Circumstances                                          -31-
2.2.       Reduction of Commitment Amounts                        -32-
2.2.1.     Optional                                               -32-
2.2.2.     Mandatory                                              -32-
2.3.       Borrowing Procedure                                    -33-
2.4.       Continuation and Conversion Elections                  -33-
2.5.       Loan Accounts and Notes                                -33-
2.6.       Borrowing Base Redetermination and Collateral Value 
           Redetermination                                        -34-
2.7.       Purposes                                               -35-

ARTICLE IIIREPAYMENTS, PREPAYMENTS, INTEREST AND FEES             -36-
3.1.       Repayments and Prepayments and Certain Borrowing 
           Base Matters                                           -36-
3.1.1.     Repayments and Prepayments                             -37-
3.1.2.     Borrowing Base Deficiencies, Collateral Value Deficiencies 
           and Asset Sales                                        -38-
3.2.       Interest Provisions                                    -40-
3.2.1.     Rate.                                                  -40-
3.2.2.     Post-Maturity Rates, etc                               -41-
3.2.3.     Payment Dates                                          -41-
3.2.4.     Maximum Interest                                       -42-
3.3.       Fees                                                   -43-
3.3.1.     Structuring Fee                                        -43-
3.3.2.     Closing Fee                                            -43-
3.3.3.     Engineering and Redetermination Fee                    -43-
3.3.4.     Commitment Fees                                        -43-
3.3.5.     Letter of Credit Stated Amount Fee                     -43-
3.3.6.     Letter of Credit Issuance Fee                          -44-
3.3.7.     Letter of Credit Administrative Fees                   -44-
3.4.       Proceds Account                                        -44-

ARTICLE IVLETTERS OF CREDIT                                       -44-
4.1.       Issuance Requests                                      -44-
4.2.       Issuances and Extensions                               -45-
4.3.       Expenses                                               -47-
4.4.       Disbursements                                          -47-
4.5.       Reimbursement                                          -47-
4.6.       Deemed Disbursements                                   -48-
4.7.       Nature of Reimbursement Obligations                    -49-
4.8.       Increased Costs; Indemnity                             -50-

ARTICLE VCERTAIN INTEREST RATE AND OTHER PROVISIONS               -52-
5.1.       LIBO Rate Lending Unlawful                             -52-
5.2.       Deposits Unavailable                                   -52-
5.3.       Increased Loan Costs, etc.                             -52-
5.4.       Funding Losses                                         -53-
5.5.       Increased Capital Costs                                -54-
5.6.       Taxes                                                  -54-
5.7.       Payments, Computations, etc.                           -55-
5.8.       Setoff                                                 -56-
5.9.       Use of Proceeds                                        -56-

ARTICLE VICONDITIONS PRECEDENT                                    -56-
6.1.       Initial Credit Extension                               -56-
6.1.1.     Resolutions, etc                                       -57-
6.1.2.     Delivery of Notes                                      -57-
6.1.3.     Guaranties                                             -57-
6.1.4.     Pledge Agreements                                      -57-
6.1.5.     Security Agreement                                     -58-
6.1.6.     Consents and Mortgage Consents                         -58-
6.1.7.     Mortgage                                               -58-
6.1.8.     Opinions of Counsel                                    -59-
6.1.9.     UCC-11s                                                -60-
6.1.10.    Evidence of Insurance                                  -60-
6.1.11.    Engineering Reports                                    -60-
6.1.12.    Environmental Report                                   -60-
6.1.13.    Budget                                                 -60-
6.1.14.    Amended and Restated Security Documents                -60-
6.1.15.    Other Documents                                        -61-
6.1.16.    Closing Fees, Expenses, etc                            -61-
6.2.       Inclusion of Hydrocarbon Interests in the 
           Borrowing Base                                         -61-
6.2.1.     Environmental Report                                   -61-
6.2.2.     Mortgage                                               -61-
6.2.3.     UCC-11s                                                -62-
6.2.4.     Evidence of Insurance                                  -62-
6.2.5.     Engineering Reports                                    -62-
6.2.6.     Material Contracts and Related Consents; 
           Security Agreement                                     -62-
6.2.7.     Guaranties                                             -63-
6.2.8.     Additional Stock or Partnership Pledge                 -63-
6.2.9.     Other Documents.                                       -63-
6.3.       Loan in Connection with the Bargo-Future Transaction   -63-
6.3.1.     Bargo-Future Agreement                                 -63-
6.3.2.     Security Documents                                     -64-
6.3.3.     Consents, Mortgage Consent and Approvals               -64-
6.3.4.     Opinion of Counsel                                     -64-
6.3.5.     Pro Forma Financials                                   -64-
6.3.6.     Other Documents                                        -64-
6.4.       Raccoon Bend Deposit Loan.                             -64-
6.4.1.     Acquisition Agreement.                                 -64-
6.4.2.     Other Documents                                        -65-
6.5.       EnCap Pay-off Loan.                                    -65-
6.5.1.     Documentation                                          -65-
6.5.2.     Completion of Acquisitions                             -65-
6.5.3.     Other Documents                                        -65-
6.6.       All Credit Extensions                                  -65-
6.6.1.     Compliance with Warranties, No Default, etc            -65-
6.6.2.     Credit Request                                         -66-
6.6.3.     Satisfactory Legal Form                                -66-

ARTICLE VIIREPRESENTATIONS AND WARRANTIES                         -66-
7.1.       Organization, etc.                                     -66-
7.2.       Due Authorization, Non-Contravention, etc.             -67-
7.3.       Government Approval, Regulation, etc.                  -67-
7.4.       Investment Company Act                                 -67-
7.5.       Public Utility Holding Company Act                     -68-
7.6.       Validity, etc.                                         -68-
7.7.       Financial Information                                  -68-
7.8.       No Material Adverse Change                             -68-
7.9.       Litigation, Labor Controversies, etc.                  -68-
7.10.      Ownership of Properties                                -69-
7.11.      Taxes                                                  -69-
7.12.      Pension and Welfare Plans                              -69-
7.13.      Compliance with Law                                    -69-
7.14.      Claims and Liabilities                                 -70-
7.15.      No Prohibition on Perfection of Security Documents     -70-
7.16.      Solvency                                               -70-
7.17.      Environmental Warranties                               -70-
7.18.      Regulations G, U and X                                 -72-
7.19.      Year 2000 Compliance                                   -72-
7.20.      Insurance                                              -73-
7.21.      Accuracy of Information                                -73-

ARTICLE VIIICOVENANTS                                             -73-
8.1.       Affirmative Covenants                                  -73-
8.1.1.     Financial Information, Reports, Notices, etc           -73-
8.1.2.     Compliance with Laws, etc                              -77-
8.1.3.     Maintenance and Development of Properties              -77-
8.1.4.     Insurance                                              -78-
8.1.5.     Books and Records                                      -79-
8.1.6.     Environmental Covenant                                 -79-
8.1.7.     Further Assurances                                     -80-
8.1.8.     Additional Equity.                                     -81-
8.1.9.     Elimination of Subordinated Indebtedness.              -82-
8.2.       Negative Covenants                                     -82-
8.2.1.     Business Activities                                    -82-
8.2.2.     Indebtedness                                           -82-
8.2.3.     Liens                                                  -83-
8.2.4.     Financial Condition                                    -87-
8.2.5.     Investments                                            -87-
8.2.6.     Restricted Payments, etc                               -89-
8.2.7.     Rental Obligations                                     -89-
8.2.8.     Consolidation, Merger, etc                             -90-
8.2.9.     Asset Dispositions, etc                                -90-
8.2.10.    Modification of Certain Documents                      -90-
8.2.11.    Transactions with Affiliates                           -91-
8.2.12.    Negative Pledges, Restrictive Agreements, etc          -91-
8.2.13.    Take or Pay Contracts                                  -91-
8.2.14.    Hydrocarbon Hedging                                    -92-

ARTICLE IXEVENTS OF DEFAULT                                       -92-
9.1.       Listing of Events of Default                           -92-
9.1.1.     Non-Payment of Obligations                             -92-
9.1.2.     Breach of Warranty                                     -92-
9.1.3.     Non-Performance of Certain Covenants and Obligations   -93-
9.1.4.     Non-Performance of Other Covenants and Obligations     -93-
9.1.5.     Default on Other Indebtedness                          -93-
9.1.6.     Judgments                                              -93-
9.1.7.     Pension Plans                                          -94-
9.1.8.     Control of the Borrower                                -94-
9.1.9.     Bankruptcy, Insolvency, etc                            -94-
9.1.10.    Impairment of Security, etc                            -95-
9.1.11.    Material Adverse Effect                                -95-
9.2.       Action if Bankruptcy                                   -95-
9.3.       Action if Other Event of Default                       -95-
9.4.       Rights Not Exclusive                                   -96-

ARTICLE XMISCELLANEOUS PROVISIONS                                 -96-
10.1.      Waivers, Amendments, etc.                              -96-
10.2.      Notices                                                -96-
10.3.      Payment of Costs and Expenses                          -97-
10.4.      Indemnification                                        -98-
10.5.      Survival                                               -99-
10.6.      Severability                                           -99-
10.7.      Headings                                               -100-
10.8.      Execution in Counterparts, Effectiveness, etc.         -100-
10.9.      Governing Law; Entire Agreement                        -100-
10.10.     Successors and Assigns                                 -100-
10.11.     Sale and Transfer of Loans and Notes; Participations in 
           Loans and Notes                                        -101-
10.11.1.   Assignments                                            -101-
10.11.2.   Participations                                         -102-
10.12.     Forum Selection and Consent to Jurisdiction            -103-
10.13.     Waiver of Jury Trial                                   -104-
10.14.     Notice                                                 -105-

SCHEDULE I          Disclosure Schedule
SCHEDULE II         Subsidiaries
SCHEDULE III        Certain Consents and Mortgage Consents
SCHEDULE IV         Certain Acquired Properties

EXHIBIT A           Form of Secured Promissory Note
EXHIBIT B           Form of Security Agreement
EXHIBIT C-1         Form of Borrowing Request
EXHIBIT C-2         Form of Continuation/Conversion Notice
EXHIBIT D           Form of Guaranty
EXHIBIT E-1         Form of California Mortgage
EXHIBIT E-2         Form of Multi-State Mortgage
EXHIBIT F-1         Form of Pledge Agreement (Partnership Interests)
EXHIBIT F-2         Form of Pledge Agreement (Stock)
EXHIBIT G           Form of Lender Assignment Notice
EXHIBIT H           Form of Opinion of Counsel to the Borrower, et al.
EXHIBIT I-1         Form of Pre-Closing Title Opinion of Special Counsel to the 
Borrower
EXHIBIT I-2         Form of Post-Closing Title Opinion of Special Counsel to the
Borrower
EXHIBIT J           Form of Consent
EXHIBIT K           Form of Issuance Request
EXHIBIT L           Form of Letter of Credit

 
                              EXHIBIT 99.10

                            PLEDGE AGREEMENT
                                (Stock)

     THIS PLEDGE AGREEMENT (this "Pledge Agreement"), dated as of December 15, 
1998, made by BARGO ENERGY COMPANY, a Texas general partnership, (the 
"Pledgor"), in favor of 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 the Amended and Restated Credit Agreement, dated as 
of December 4, 1998 (together with all amendments and other modifications, if 
any, from time to time thereafter made thereto, the "Credit Agreement"), between
FUTURE PETROLEUM CORPORATION, a Utah corporation (the "Borrower") and the 
Lender, the Lender has extended Commitments to make Loans to, and issue Letters 
of Credit at the request of, the Borrower; and

     WHEREAS, 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 Lender or an Affiliate of the 
Lender, pursuant to the terms of the Credit Agreement;

     WHEREAS, as a condition precedent to the making of certain Loans and the 
issuance of Letters of Credit under the Credit Agreement, and the Lender's or 
such Affiliate of the Lender's obligations under the Hedging Agreements referred
to above, the Pledgor is required to execute and deliver this Pledge Agreement; 
and

     WHEREAS, the Pledgor has duly authorized the execution, delivery and 
performance of this Pledge Agreement; 

     NOW THEREFORE, for good and valuable consideration the receipt of which is 
hereby acknowledged, and in order to induce the Lender to make Loans to, and to 
issue Letters of Credit at the request of, the Borrower pursuant to the Credit 
Agreement, and to induce the Lender or such Affiliate of the Lender to enter 
into Hedging Agreements with the Borrower or an affiliate of the Borrower, the 
Pledgor agrees, for the benefit of the Lender, as follows:

                              ARTICLE I

                             DEFINITIONS

     SECTION I.1     Certain Terms.  The following terms (whether or not 
underscored) when used in this Pledge Agreement, including its preamble and 
recitals, shall have the following meanings (such definitions to be equally 
applicable to the singular and plural forms thereof):

     "Borrower" is defined in the first recital.

     "Collateral" is defined in Section 2.1.

     "Credit Agreement" is defined in the first recital.

     "Distributions" means all stock dividends, liquidating dividends, shares 
of stock resulting from (or in connection with the exercise of) stock splits, 
reclassifications, warrants, options, non-cash dividends, mergers, 
consolidations, and all other distributions (whether similar or dissimilar to 
the foregoing) on or with respect to any Pledged Shares or other shares of 
capital stock constituting Collateral, but shall not include Dividends.

     "Dividends" means cash dividends and cash distributions with respect to 
any Pledged Shares or other Pledged Property made in the ordinary course of 
business and not a liquidating dividend.

     "Lender" is defined in the preamble.

     "Pledge Agreement" is defined in the preamble.

     "Pledged Property" means all Pledged Shares, and all other pledged shares 
of capital stock, all other securities, all assignments of any amounts due or to
become due with respect to the Pledged Shares, all other instruments which are 
now being delivered by the Pledgor to the Lender or may from time to time 
hereafter be delivered by the Pledgor to the Lender for the purpose of pledge 
under this Pledge Agreement or any other Loan Document, and all proceeds of any 
of the foregoing.

     "Pledged Share Issuer" means each Person identified in Attachment 1 hereto 
as the issuer of the Pledged Shares identified opposite the name of such Person.

     "Pledged Shares" means all shares of capital stock of any Pledged Share 
Issuer which are delivered by the Pledgor to the Lender as Pledged Property 
hereunder.

     "Pledgor" is defined in the preamble.

     "Secured Obligations" is defined in Section 2.2.

     "Securities Act" is defined in Section 6.2.

     "U.C.C." means the Uniform Commercial Code as in effect in the State of 
Illinois.

     SECTION I.2     Credit Agreement Definitions.  Unless otherwise defined 
herein or the context otherwise requires, terms used in this Pledge Agreement, 
including its preamble and recitals, have the meanings provided in the Credit 
Agreement.

     SECTION I.3     U.C.C. Definitions.  Unless otherwise defined herein or 
the context otherwise requires, terms for which meanings are provided in the 
U.C.C. are used in this Pledge Agreement, including its preamble and recitals, 
with such meanings.

                              ARTICLE II

                                PLEDGE

     SECTION II.1     Grant of Security Interest.  The Pledgor hereby pledges, 
hypothecates, assigns, charges, mortgages, delivers, and transfers to the 
Lender, and hereby grants to the Lender a continuing security interest in, all 
of the following property (the "Collateral"):

          II.1.1     All issued and outstanding shares of capital stock of 
     each Pledged Share Issuer identified in Attachment 1 hereto.

          II.1.2     All other Pledged Shares issued from time to time.

          II.1.3     All other Pledged Property, whether now or hereafter 
     delivered to the Lender in connection with this Pledge Agreement.

          II.1.4     All Dividends, Distributions, interest, and other 
     payments and rights with respect to any Pledged Property.

          II.1.5     All proceeds of any of the foregoing. 

     SECTION II.2     Security for Obligations.  This Pledge 
Agreement secures the prompt payment and performance in full of (a) all 
Obligations now or hereafter existing under the Credit Agreement, the Notes and 
each other Loan Document, whether for principal, interest, costs, fees, 
expenses, or otherwise, including without limitation, Reimbursement Obligations,
and (b) all other obligations of the Borrower or the Pledgor to the Lender or 
any Affiliate of the Lender, now or hereafter owing, howsoever created, arising 
or evidenced, whether direct or indirect, primary or secondary, fixed or 
absolute 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 the Hedging Agreements, between the Borrower or 
any other Affiliate or now or hereafter existing or due or to become due and (c)
all other obligations of the Borrower or any Affiliate of the Borrower and the 
Lender or any Affiliate of the Lender, howsoever created, arising or evidenced, 
whether direct or indirect, absolute or contingent or now or hereafter existing 
or due or to become due (all such Obligations and other obligations being the 
"Secured Obligations").

     SECTION II.3     Delivery of Pledged Property.  All certificates or 
instruments representing or evidencing any Collateral, including all Pledged 
Shares, shall be delivered to and held by or on behalf of the Lender pursuant 
hereto, shall be in suitable form for transfer by delivery, and shall be 
accompanied by all necessary instruments of transfer or assignment, duly 
executed in blank.

     SECTION II.4     Dividends on Pledged Shares.  In the event that any 
Dividend is to be paid on any Pledged Share at a time when no Default has 
occurred and is continuing, such Dividend may be paid directly to the Pledgor. 
If any such Default has occurred and is continuing then any such Dividend shall 
be paid directly to the Lender.

     SECTION II.5     Continuing Security Interest.  This Pledge Agreement 
shall create a continuing security interest in the Collateral and shall 

          II.5.1     Remain in full force and effect until payment in full of 
     all Secured Obligations and the termination of the Commitments and any 
     other commitments of the Lender to the Pledgor,

          II.5.2     Be binding upon the Pledgor and its successors, 
     transferees and assigns, and

          II.5.3     Inure to the benefit of the Lender and its successors, 
     transferees, and assigns.

Without limiting the foregoing clause 2.5.3, the Lender may assign or otherwise 
transfer (in whole or in part) any Note or Loan to any other Person or entity, 
and such other Person or entity shall thereupon become vested with all the 
rights and benefits in respect thereof granted to the Lender under any Loan 
Document (including this Pledge Agreement) or otherwise, subject, however, to 
any contrary provisions in such assignment or transfer, and to the provisions of
Section 10.11 of the Credit Agreement.  Upon the indefeasible payment in full of
all principal and interest comprising the Secured Obligations and the 
termination of the Commitments and any other commitments of the Lender to the 
Pledgor, the security interest granted herein shall terminate and all rights to 
the Collateral shall revert to the Pledgor.  Upon any such termination, the 
Lender will, at the Pledgor's sole expense, deliver to the Pledgor, without any 
representations, warranties or recourse of any kind whatsoever, all certificates
and instruments representing or evidencing all Pledged Shares, together with all
other Collateral held by the Lender hereunder, and execute and deliver to the 
Pledgor such documents as the Pledgor shall reasonably request to evidence such 
termination.

                              ARTICLE III

                       REPRESENTATIONS AND WARRANTIES

     SECTION III.1     Warranties, etc.  The Pledgor represents and warrants 
unto the Lender, as at the date of each pledge and delivery hereunder (including
each pledge and delivery of Pledged Shares) by the Pledgor to the Lender of any 
Collateral, as set forth in this Article.

          III.1.1     Ownership, No Liens, etc.  The Pledgor is the legal and 
     beneficial owner of, and has good and marketable title to (and has full 
     right and authority to pledge and assign) such Collateral, free and clear 
     of all liens, security interests, options, or other charges or 
     encumbrances, except any lien or security interest granted pursuant hereto 
     in favor of the Lender.

          III.1.2     Valid Security Interest.  The delivery of such 
     Collateral to the Lender together with stock powers endorsed in blank is 
     effective to create a valid, perfected, first priority security interest 
     in such Collateral and all proceeds thereof, securing the Secured 
     Obligations.  No filing or other action will be necessary to perfect or 
     protect such security interest.

          III.1.3     As to Pledged Shares.  In the case of any Pledged Shares 
     constituting such Collateral, all of such Pledged Shares are duly 
     authorized and validly issued, fully paid, and non-assessable, and 
     constitute the percentage of the issued and outstanding shares of the 
     respective class of the capital stock of each Pledged Share Issuer as set 
     forth on Attachment 1 hereto.

          III.1.4     Authorization, Approval, etc.  No authorization, 
     approval, or other action by, and no notice to or filing with, any 
     governmental authority, regulatory body or any other Person is required 
     either 

               (a)     for the pledge by the Pledgor of any Collateral 
          pursuant to this Pledge Agreement or for the execution, delivery, 
          and performance of this Pledge Agreement by the Pledgor, or

               (b)     for the exercise by the Lender of the voting or other 
          rights provided for in this Pledge Agreement, or, except with 
          respect to any Pledged Shares, as may be required in connection with 
          a disposition of such Pledged Shares by laws affecting the offering 
          and sale of securities generally, the remedies in respect of the 
          Collateral pursuant to this Pledge Agreement.

          III.1.5     Compliance with Laws.  The Pledgor is in compliance with 
     the requirements of all applicable laws (including, without limitation, 
     the provisions of the Fair Labor Standards Act), rules, regulations and 
     orders of every governmental authority, the non-compliance with which 
     could materially adversely affect the business, properties, assets, 
     operations, condition (financial or otherwise) or prospects of the Pledgor 
     or the value of the Collateral or the worth of the Collateral as 
     collateral security.

                               ARTICLE IV

                               COVENANTS

     SECTION IV.1     Protect Collateral; Further Assurances, etc.  The Pledgor 
will not sell, assign, transfer, pledge, or encumber in any other manner the 
Collateral (except in favor of the Lender hereunder).  The Pledgor will warrant 
and defend the right and title herein granted unto the Lender in and to the 
Collateral (and all right, title, and interest represented by the Collateral) 
against the claims and demands of all Persons whomsoever.  The Pledgor agrees 
that at any time, and from time to time, at the expense of the Pledgor, the 
Pledgor will promptly execute and deliver all further instruments, and take all 
further action, that may be necessary or desirable, or that the Lender may 
reasonably request, in order to perfect and protect any security interest 
granted or purported to be granted hereby or to enable the Lender to exercise 
and enforce its rights and remedies hereunder with respect to any Collateral.

     SECTION IV.2     Stock Powers, etc.  The Pledgor agrees that all Pledged 
Shares (and all other shares of capital stock constituting Collateral) delivered
by the Pledgor pursuant to this Pledge Agreement will be accompanied by duly 
executed undated blank stock powers, or other equivalent instruments of transfer
acceptable to the Lender.  The Pledgor will, from time to time upon the request 
of the Lender, promptly deliver to the Lender such stock powers, instruments, 
and similar documents, satisfactory in form and substance to the Lender, with 
respect to the Collateral as the Lender may reasonably request and will, from 
time to time upon the request of the Lender after the occurrence of any Event of
Default, promptly transfer any Pledged Shares or other shares of common stock 
constituting Collateral into the name of any nominee designated by the Lender.

     SECTION IV.3     Continuous Pledge.  Subject to Section 2.4, the Pledgor 
will, at all times, keep pledged to the Lender pursuant hereto all Pledged 
Shares and all other shares of capital stock constituting Collateral, all 
Dividends and Distributions with respect thereto, and all other Collateral and 
other securities, instruments, proceeds, and rights from time to time received 
by or distributable to the Pledgor in respect of any Collateral.

     SECTION IV.4     Voting Rights; Dividends, etc.  The Pledgor agrees:

          IV.4.1     After any Default shall have occurred and be continuing, 
     promptly upon receipt thereof by the Pledgor and without any request 
     therefor by the Lender, to deliver (properly endorsed where required 
     hereby or requested by the Lender) to the Lender all Dividends, 
     Distributions, all interest, all principal, all other cash payments, and 
     all proceeds of the Collateral, all of which shall be held by the Lender 
     as additional Collateral for use in accordance with Section 6.4; and

          IV.4.2     After any Event of Default shall have occurred and be 
     continuing and the Lender has notified the Pledgor of the Lender's 
     intention to exercise its voting power under this Section 4.4.2

               (a)     the Lender may exercise (to the exclusion of the 
          Pledgor) the voting power and all other incidental rights of 
          ownership with respect to any Pledged Shares or other shares of 
          capital stock constituting Collateral and the Pledgor hereby grants 
          the Lender an irrevocable proxy, exercisable under such 
          circumstances, to vote the Pledged Shares and such other Collateral, 
          and

               (b)     promptly to deliver to the Lender such additional 
          proxies and other documents as may be necessary to allow the Lender 
          to exercise such voting power.

All Dividends, Distributions, interest, principal, cash payments, and proceeds 
which may at any time and from time to time be held by the Pledgor but which the
Pledgor is then obligated to deliver to the Lender, shall, until delivery to the
Lender, be held by the Pledgor separate and apart from its other property in 
trust for the Lender.  The Lender agrees that unless an Event of Default shall 
have occurred and be continuing and the Lender shall have given the notice 
referred to in Section 4.4.2, the Pledgor shall have the exclusive voting power 
with respect to any shares of capital stock (including any of the Pledged 
Shares) constituting Collateral and the Lender shall, upon the written request 
of the Pledgor, promptly deliver such proxies and other documents, if any, as 
shall be reasonably requested by the Pledgor which are necessary to allow the 
Pledgor to exercise voting power with respect to any such share of capital stock
(including any of the Pledged Shares) constituting Collateral; provided, 
however, that no vote shall be cast, or consent, waiver, or ratification given, 
or action taken by the Pledgor that would cause an Event of Default, impair any 
Collateral or be inconsistent with or violate any provision of the Credit 
Agreement or any other Loan Document (including this Pledge Agreement).

     SECTION IV.5     Additional Undertakings.  The Pledgor will not, without 
the prior written consent of the Lender, (a) sell, assign, transfer, pledge, or 
encumber in any other manner Pledgor's interest in the Pledged Share Issuer, or 
(b) permit any of the assets of the Pledged Share Issuer to be sold, assigned, 
transferred, pledged, or encumbered in any other manner.

                                ARTICLE V

                               THE LENDER

     SECTION V.1     Lender Appointed Attorney-in-Fact.  The Pledgor hereby 
irrevocably appoints the Lender the Pledgor's attorney-in-fact, with full 
authority in the place and stead of the Pledgor and in the name of the Pledgor 
or otherwise, from time to time in the Lender's discretion, to take any action 
and to execute any instrument which the Lender may deem necessary or advisable 
to accomplish the purposes of this Pledge Agreement, including without 
limitation:

          V.1.1     After the occurrence and continuance of a Default, to ask, 
     demand, collect, sue for, recover, compromise, receive and give 
     acquittance and receipts for moneys due and to become due under or in 
     respect of any of the Collateral.

          V.1.2     To receive, endorse, and collect any drafts or other 
     instruments, documents and chattel paper, in connection with Section 5.1.1 
     above.

          V.1.3     To file any claims or take any action or institute any 
     Proceedings which the Lender may deem necessary or desirable for the 
     collection of any of the Collateral or otherwise to enforce the rights of 
     the Lender with respect to any of the Collateral.

The Pledgor hereby acknowledges, consents and agrees that the power of attorney 
granted pursuant to this Section is irrevocable and coupled with an interest. 
Notwithstanding the foregoing, prior to the occurrence of an Event of Default, 
the Lender agrees that it shall first request that the Pledgor perform such 
action and, if the Pledgor shall not have performed such action within five (5) 
days following such request, the Lender shall be entitled to take such action 
pursuant hereto.

     SECTION V.2     Lender May Perform.  If the Pledgor fails to perform any 
agreement contained herein after being requested in writing to so perform, the 
Lender may itself perform, or cause performance of, such agreement, and the 
reasonable expenses of the Lender incurred in connection therewith shall be 
payable by the Pledgor pursuant to Section 6.5.

     SECTION V.3     Lender Has No Duty.  The powers conferred on the Lender 
hereunder are solely to protect its interest in the Collateral and shall not 
impose any duty on it to exercise any such powers.  Except for the reasonable 
care of any Collateral in its possession and the accounting for moneys actually 
received by it hereunder, the Lender shall have no duty as to any Collateral or 
responsibility for (a) ascertaining or taking action with respect to calls, 
conversions, exchanges, maturities, tenders or other matters relative to any 
Pledged Property, whether or not the Lender has or is deemed to have knowledge 
of such matters, or (b) taking any necessary steps to preserve rights against 
prior parties or any other rights pertaining to any Collateral.

     SECTION V.4     Reasonable Care.  The Lender is required to exercise 
reasonable care in the custody and preservation of any of the Collateral in its 
possession; provided, however, the Lender shall be deemed to have exercised 
reasonable care in the custody and preservation of any of the Collateral, if it 
takes such action for that purpose as the Pledgor reasonably requests in writing
at times other than upon the occurrence and during the continuance of any Event 
of Default, but failure of the Lender to comply with any such request at any 
time shall not in itself be deemed a failure to exercise reasonable care.

                                ARTICLE VI

                                REMEDIES

     SECTION VI.1     Certain Remedies.  If any Event of Default shall have 
occurred and be continuing:     

          VI.1.1     The Lender may exercise in respect of the Collateral, in 
     addition to other rights and remedies provided for herein or otherwise 
     available to it, all the rights and remedies of a secured party on default 
     under the U.C.C. (whether or not the U.C.C. applies to the affected 
     Collateral) and also may, without notice except as specified below, sell 
     the Collateral or any part thereof in one or more parcels at public or 
     private sale, at any of the Lender's offices or elsewhere, for cash, on 
     credit or for future delivery, and upon such other terms as the Lender may 
     deem commercially reasonable.  The Pledgor agrees that, to the extent 
     notice of sale shall be required by law, at least ten days' prior notice 
     to the Pledgor of the time and place of any public sale or the time after 
     which any private sale is to be made shall constitute reasonable 
     notification.  The Lender shall not be obligated to make any sale of 
     Collateral regardless of notice of sale having been given.  The Lender may 
     adjourn any public or private sale from time to time by announcement at 
     the time and place fixed therefor, and such sale may, without further 
     notice, be made at the time and place to which it was so adjourned.

          VI.1.2     The Lender may

               (a)     transfer all or any part of the Collateral into the 
          name of the Lender or its nominee, with or without disclosing that 
          such Collateral is subject to the lien and security interest 
          hereunder;

               (b)     notify the parties obligated on any of the Collateral 
          to make payment to the Lender of any amount due or to become due 
          thereunder;

               (c)     enforce collection of any of the Collateral by suit 
          or otherwise, and surrender, release or exchange all or any part 
          thereof, or compromise or extend or renew for any period (whether or 
          not longer than the original period) any obligations of any nature 
          of any party with respect thereto;

               (d)     endorse any checks, drafts, or other writings in the 
          Pledgor's name to allow collection of the Collateral;

               (e)     take control of any proceeds of the Collateral; and

               (f)     execute (in the name, place and stead of the Pledgor) 
          endorsements, assignments, stock powers and other instruments of 
          conveyance or transfer with respect to all or any of the Collateral.

     SECTION VI.2     Securities Laws.  If the Lender shall determine to 
exercise its right to sell all or any of the Collateral pursuant to Section 6.1,
the Pledgor agrees that, upon request of the Lender, the Pledgor will, at its 
own expense:

          VI.2.1     Execute and deliver, and cause each issuer of the 
     Collateral contemplated to be sold and the directors and officers thereof 
     to execute and deliver (in each case to the extent required by law), all 
     such instruments and documents, and do or cause to be done all such other 
     acts and things, as may be necessary or, in the opinion of the Lender, 
     advisable to register such Collateral under, or otherwise permit the 
     Collateral to be privately sold or transferred in compliance with, the 
     provisions of the Securities Act of 1933, as from time to time amended 
     (the "Securities Act"), and to cause the registration statement relating 
     thereto to become effective and to remain effective for such period as 
     prospectuses are required by law to be furnished, and to make all 
     amendments and supplements thereto and to the related prospectus which, in 
     the opinion of the Lender, are necessary or advisable, all in conformity 
     with the requirements of the Securities Act and the rules and regulations 
     of the Securities and Exchange Commission applicable thereto.
     
          VI.2.2     Use its best efforts to qualify the Collateral under, or 
     to permit the Collateral to be privately sold or transferred in compliance 
     with, the state securities or "Blue Sky" laws and to obtain all necessary 
     governmental approvals for the sale of the Collateral, as requested by the 
     Lender.

          VI.2.3     Cause each such issuer to make available to its security 
     holders, as soon as practicable, an earnings statement that will satisfy 
     the provisions of Section 11(a) of the Securities Act.

          VI.2.4     Do or cause to be done all such other acts and things as 
     may be necessary to make such sale of the Collateral or any part thereof 
     valid and binding and in compliance with applicable law.

     SECTION VI.3     Compliance with Restrictions.  The Pledgor agrees that in 
any sale of any of the Collateral whenever an Event of Default shall have 
occurred and be continuing, the Lender is hereby authorized to comply with any 
limitation or restriction in connection with such sale as it may be advised by 
counsel is necessary in order to avoid any violation of applicable law 
(including compliance with such procedures as may restrict the number of 
prospective bidders and purchasers, require that such prospective bidders and 
purchasers have certain qualifications, and restrict such prospective bidders 
and purchasers to persons who will represent and agree that they are purchasing 
for their own account for investment and not with a view to the distribution or 
resale of such Collateral), or in order to obtain any required approval of the 
sale or of the purchaser by any governmental regulatory authority or official, 
and the Pledgor further agrees that such compliance shall not result in such 
sale being considered or deemed not to have been made in a commercially 
reasonable manner, nor shall the Lender be liable nor accountable to the Pledgor
for any discount allowed by the reason of the fact that such Collateral is sold 
in compliance with any such limitation or restriction.

     SECTION VI.4     Application of Proceeds.  All cash proceeds received by 
the Lender in respect of any sale of, collection from, or other realization 
upon, all or any part of the Collateral may, in the discretion of the Lender, be
held by the Lender as additional collateral security for, or then or at any time
thereafter be applied (after payment of any amounts payable to the Lender 
pursuant to Sections 10.3 and 10.4 of the Credit Agreement and Section 6.5 
hereof) in whole or in part by the Lender against, all or any part of the 
Secured Obligations in such order as the Lender shall elect.  Any surplus of 
such cash or cash proceeds held by the Lender and remaining after payment in 
full of all the Secured Obligations, and the termination of all Commitments and 
any other commitments by the Lender to the Pledgor, shall be paid over to the 
Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

     SECTION VI.5     Indemnity and Expenses.  The Pledgor hereby indemnifies 
and holds harmless the Lender from and against any and all claims, losses, and 
liabilities arising out of or resulting from this Pledge Agreement (including 
enforcement of this Pledge Agreement), except claims, losses, or liabilities 
resulting from the Lender's gross negligence or wilful misconduct.  Upon demand,
the Pledgor will pay to the Lender the amount of any and all reasonable 
expenses, including the reasonable fees and disbursements of its counsel and of 
any experts and agents, which the Lender may incur in connection with:

               (a)     the exercise or enforcement of any of the rights of 
          the Lender hereunder; or

               (b)     the failure by the Pledgor to perform or observe any 
          of the provisions hereof.     

                              ARTICLE VII
     
                        MISCELLANEOUS PROVISIONS

     SECTION VII.1     Loan Document.  This Pledge Agreement is a Loan Document 
executed pursuant to the Credit Agreement and shall (unless otherwise expressly 
indicated herein) be construed, administered and applied in accordance with the 
terms and provisions thereof.

     SECTION VII.2     Amendments, etc.  No amendment to or waiver of 
any provision of this Pledge Agreement nor consent to any departure by the 
Pledgor herefrom shall in any event be effective unless the same shall be in 
writing and signed by the Lender, and then such waiver or consent shall be 
effective only in the specific instance and for the specific purpose for which 
it is given.

     SECTION VII.3     Protection of Collateral.  The Lender may from time 
to time, at its option, perform any act which the Pledgor agrees hereunder to 
perform and which the Pledgor shall fail to perform after being requested in 
writing so to perform (it being understood that no such request need be given 
after the occurrence and during the continuance of an Event of Default) and the 
Lender may from time to time take any other action which the Lender reasonably 
deems necessary for the maintenance, preservation or protection of any of the 
Collateral or of its security interest therein.

     SECTION VII.4     Addresses for Notices.  All notices and other 
communications provided to any party hereto under this Pledge Agreement shall be
in writing and shall be hand delivered or sent by a nationally recognized 
overnight courier, certified mail (return receipt requested), or telecopy to 
such party at its address or telecopy number set forth on the signature pages 
hereof or at such other address or telecopy number as may be designated by such 
party in a notice to the other party.  Without limiting any other means by which
a party may be able to provide that a notice has been received by the other 
party, a notice shall be deemed to be duly received (a) if sent by hand, on the 
date when left with a responsible person at the address of the recipient; (b) if
sent by certified mail, on the fifth business day after delivery to the U.S. 
Post Office; (c) if sent by overnight courier, on the first business day after 
delivery to such courier; or (d) if sent by telecopy, on the date of receipt by 
the sender of an acknowledgment or transmission reports generated by the machine
from which the telecopy was sent indicating that the telecopy was sent in its 
entirety to the recipient's telecopy number.

     SECTION VII.5     Section Captions.  Section captions used in this Pledge 
Agreement are for convenience of reference only, and shall not affect the 
construction of this Pledge Agreement.

     SECTION VII.6     Severability.  Wherever possible each provision of this 
Pledge Agreement shall be interpreted in such manner as to be effective and 
valid under applicable law, but if any provision of this Pledge Agreement shall 
be prohibited by or invalid under such law, such provision shall be ineffective 
to the extent of such prohibition or invalidity, without invalidating the 
remainder of such provision or the remaining provisions of this Pledge 
Agreement.

     SECTION VII.7     The Lender as Agent for its Affiliates.  As described 
above, certain Affiliates of the Lender are or may become parties to certain 
Hedging Agreements with the Pledgor and/or Affiliates of the Pledgor.  This 
Pledge Agreement secures the obligations of the Pledgor and such Affiliates, as 
the case may be, under such Hedging Agreements, and the parties hereto 
acknowledge for all purposes that the Lender acts as agent on behalf of such 
Affiliates of the Lender which are so entitled to share in the rights and 
benefits accruing to the Lender under this Pledge Agreement.

     SECTION VII.8     Governing Law, Entire Agreement, etc.  THIS 
PLEDGE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE 
INTERNAL LAWS OF THE STATE OF ILLINOIS, EXCEPT TO THE EXTENT THAT THE VALIDITY 
OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN 
RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION 
OTHER THAN THE STATE OF ILLINOIS.  THIS PLEDGE AGREEMENT AND THE OTHER LOAN 
DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH 
RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN
OR ORAL, WITH RESPECT THERETO.

       SECTION 7.9     Non-Recourse Nature of Liability.

             (a)     Notwithstanding anything to the contrary contained or 
implied in this Pledge Agreement, the Pledgor shall not be personally liable 
under any theory for any amount due under the Credit Agreement, the Notes or 
such other Loan Documents, and the Lender shall not seek a deficiency or 
personal judgment against the Pledgor for payment of the Obligations evidenced 
by the Credit Agreement, the Notes or such other Loan Documents.  No property or
assets of the Pledgor, other than the Collateral pledged pursuant to this Pledge
Agreement, shall be sold, levied upon or otherwise used to satisfy any judgment 
rendered in connection with any action brought against the Borrower or its 
Subsidiaries with respect to this Pledge Agreement, the Credit Agreement, the 
Notes or such other Loan Documents.

               (b)     Notwithstanding the provisions of Section 7.9(a) to the 
contrary, nothing contained in this Pledge Agreement, the Credit Agreement or 
any other Loan Document shall be construed to (i) impair or limit the rights of 
the Lender arising under this Pledge Agreement, or any other Security Document 
or other documents to which the Pledgor is a party thereto in its individual 
capacity; (ii) impair or limit any of the Obligations of the Borrower or its 
Subsidiaries under any Loan Document to which it is a party; (iii) impair or 
limit the validity of the indebtedness evidenced by this Pledge Agreement, the 
Credit Agreement, the Notes or the other Loan Documents or prevent the taking of
any action permitted by law against the Borrower or its Subsidiaries or the 
assets of the Borrower or its Subsidiaries or the proceeds of such assets; or 
(iv) prevent the commencement of any action, suit or proceeding against any 
Person (or prevent the service of papers under any Person) for the purpose of 
obtaining jurisdiction over the Borrower or its Subsidiaries.

     IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement 
to be duly executed and delivered by their respective officers thereunto duly 
authorized as of the day and year first above written.

                              BARGO ENERGY COMPANY,
                              a Texas general partner

                              By:   /s/ Timothy J. Goff  
                              Name: Timothy J. Goff
                              Title: Manager  

                              Address:    700 Louisiana Street
                                          Suite 3700
                                          Houston, Texas 77002

                              Facsimile No.: (713) 236-9799
                              Attention:     Timothy J. Goff

                              BANK OF AMERICA NATIONAL TRUST AND
                              SAVINGS ASSOCIATION

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

                              Address:    333 Clay Street
                                          Suite 4550
                                          Houston, TX 77002

                              Facsimile No.:     (713) 651-4888
                              Attention:      Richard A. Bernardy

                          ATTACHMENT 1
                              to 
                        Pledge Agreement

Pledged Shares
Pledged Share Issuer                     Common Stock
                     ________________________________________________________
                     Authorized    Outstanding    Number of Shares   % of Shares
                     Shares          Shares           Pledged          Pledged 

Future Petroleum     30,000,000     22,320066        7,078,333         31.71%
Corporation,
a Utah corporation

                                EXHIBIT 99.11

                             PLEDGE AGREEMENT
                                 (Stock)

     THIS PLEDGE AGREEMENT (this "Pledge Agreement"), dated as of December 15, 
1998, made by TJG INVESTMENTS, INC., a Texas corporation, (the "Pledgor"), in 
favor of 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 the Amended and Restated Credit Agreement, dated as 
of December 4, 1998 (together with all amendments and other modifications, if 
any, from time to time thereafter made thereto, the "Credit Agreement"), between
FUTURE PETROLEUM CORPORATION, a Utah corporation (the "Borrower") and the 
Lender, the Lender has extended Commitments to make Loans to, and issue Letters 
of Credit at the request of, the Borrower; and

     WHEREAS, 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 Lender or an Affiliate of the 
Lender, pursuant to the terms of the Credit Agreement;

     WHEREAS, as a condition precedent to the making of certain Loans and the 
issuance of Letters of Credit under the Credit Agreement, and the Lender's or 
such Affiliate of the Lender's obligations under the Hedging Agreements referred
to above, the Pledgor is required to execute and deliver this Pledge Agreement; 
and

     WHEREAS, the Pledgor has duly authorized the execution, delivery and 
performance of this Pledge Agreement; 

     NOW THEREFORE, for good and valuable consideration the receipt of which is 
hereby acknowledged, and in order to induce the Lender to make Loans to, and to 
issue Letters of Credit at the request of, the Borrower pursuant to the Credit 
Agreement, and to induce the Lender or such Affiliate of the Lender to enter 
into Hedging Agreements with the Borrower or an affiliate of the Borrower, the 
Pledgor agrees, for the benefit of the Lender, as follows:

                                ARTICLE I

                               DEFINITIONS

     SECTION I.1     Certain Terms.  The following terms (whether or not 
underscored) when used in this Pledge Agreement, including its preamble and 
recitals, shall have the following meanings (such definitions to be equally 
applicable to the singular and plural forms thereof):

     "Borrower" is defined in the first recital.

     "Collateral" is defined in Section 2.1.

     "Credit Agreement" is defined in the first recital.

     "Distributions" means all stock dividends, liquidating dividends, shares 
of stock resulting from (or in connection with the exercise of) stock splits, 
reclassifications, warrants, options, non-cash dividends, mergers, 
consolidations, and all other distributions (whether similar or dissimilar to 
the foregoing) on or with respect to any Pledged Shares or other shares of 
capital stock constituting Collateral, but shall not include Dividends.

     "Dividends" means cash dividends and cash distributions with respect to 
any Pledged Shares or other Pledged Property made in the ordinary course of 
business and not a liquidating dividend.

     "Lender" is defined in the preamble.

     "Pledge Agreement" is defined in the preamble.

     "Pledged Property" means all Pledged Shares, and all other pledged shares 
of capital stock, all other securities, all assignments of any amounts due or to
become due with respect to the Pledged Shares, all other instruments which are 
now being delivered by the Pledgor to the Lender or may from time to time 
hereafter be delivered by the Pledgor to the Lender for the purpose of pledge 
under this Pledge Agreement or any other Loan Document, and all proceeds of any 
of the foregoing.

     "Pledged Share Issuer" means each Person identified in Attachment 1 hereto 
as the issuer of the Pledged Shares identified opposite the name of such Person.

     "Pledged Shares" means all shares of capital stock of any Pledged Share 
Issuer which are delivered by the Pledgor to the Lender as Pledged Property 
hereunder.

     "Pledgor" is defined in the preamble.

     "Secured Obligations" is defined in Section 2.2.

     "Securities Act" is defined in Section 6.2.

     "U.C.C." means the Uniform Commercial Code as in effect in the State of 
Illinois.

     SECTION I.2     Credit Agreement Definitions.  Unless otherwise defined 
herein or the context otherwise requires, terms used in this Pledge Agreement, 
including its preamble and recitals, have the meanings provided in the Credit 
Agreement.

     SECTION I.3     U.C.C. Definitions.  Unless otherwise defined herein or 
the context otherwise requires, terms for which meanings are provided in the 
U.C.C. are used in this Pledge Agreement, including its preamble and recitals, 
with such meanings.

                                ARTICLE II

                                  PLEDGE

     SECTION II.1     Grant of Security Interest.  The Pledgor hereby pledges, 
hypothecates, assigns, charges, mortgages, delivers, and transfers to the 
Lender, and hereby grants to the Lender a continuing security interest in, all 
of the following property (the "Collateral"):

          II.1.1     All issued and outstanding shares of capital stock of 
     each Pledged Share Issuer identified in Attachment 1 hereto.

          II.1.2     All other Pledged Shares issued from time to time.

          II.1.3     All other Pledged Property, whether now or hereafter 
     delivered to the Lender in connection with this Pledge Agreement.

          II.1.4     All Dividends, Distributions, interest, and other 
     payments and rights with respect to any Pledged Property.

          II.1.5     All proceeds of any of the foregoing. 

     SECTION II.2     Security for Obligations.  This Pledge 
Agreement secures the prompt payment and performance in full of (a) all 
Obligations now or hereafter existing under the Credit Agreement, the Notes and 
each other Loan Document, whether for principal, interest, costs, fees, 
expenses, or otherwise, including without limitation, Reimbursement Obligations,
and (b) all other obligations of the Borrower or the Pledgor to the Lender or 
any Affiliate of the Lender, now or hereafter owing, howsoever created, arising 
or evidenced, whether direct or indirect, primary or secondary, fixed or 
absolute 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 the Hedging Agreements, between the Borrower or 
any other Affiliate or now or hereafter existing or due or to become due and (c)
all other obligations of the Borrower or any Affiliate of the Borrower and the 
Lender or any Affiliate of the Lender, howsoever created, arising or evidenced, 
whether direct or indirect, absolute or contingent or now or hereafter existing 
or due or to become due (all such Obligations and other obligations being the 
"Secured Obligations").

     SECTION II.3     Delivery of Pledged Property.  All certificates or 
instruments representing or evidencing any Collateral, including all Pledged 
Shares, shall be delivered to and held by or on behalf of the Lender pursuant 
hereto, shall be in suitable form for transfer by delivery, and shall be 
accompanied by all necessary instruments of transfer or assignment, duly 
executed in blank.

     SECTION II.4     Dividends on Pledged Shares.  In the event that any 
Dividend is to be paid on any Pledged Share at a time when no Default has 
occurred and is continuing, such Dividend may be paid directly to the Pledgor. 
If any such Default has occurred and is continuing then any such Dividend shall 
be paid directly to the Lender.

     SECTION II.5     Continuing Security Interest.  This Pledge Agreement 
shall create a continuing security interest in the Collateral and shall 

          II.5.1     Remain in full force and effect until payment in full of 
     all Secured Obligations and the termination of the Commitments and any 
     other commitments of the Lender to the Pledgor,

          II.5.2     Be binding upon the Pledgor and its successors, 
     transferees and assigns, and

          II.5.3     Inure to the benefit of the Lender and its successors, 
     transferees, and assigns.

Without limiting the foregoing clause 2.5.3, the Lender may assign or otherwise 
transfer (in whole or in part) any Note or Loan to any other Person or entity, 
and such other Person or entity shall thereupon become vested with all the 
rights and benefits in respect thereof granted to the Lender under any Loan 
Document (including this Pledge Agreement) or otherwise, subject, however, to 
any contrary provisions in such assignment or transfer, and to the provisions of
Section 10.11 of the Credit Agreement.  Upon the indefeasible payment in full of
all principal and interest comprising the Secured Obligations and the 
termination of the Commitments and any other commitments of the Lender to the 
Pledgor, the security interest granted herein shall terminate and all rights to 
the Collateral shall revert to the Pledgor.  Upon any such termination, the 
Lender will, at the Pledgor's sole expense, deliver to the Pledgor, without any 
representations, warranties or recourse of any kind whatsoever, all certificates
and instruments representing or evidencing all Pledged Shares, together with all
other Collateral held by the Lender hereunder, and execute and deliver to the 
Pledgor such documents as the Pledgor shall reasonably request to evidence such 
termination.

                               ARTICLE III

                     REPRESENTATIONS AND WARRANTIES

SECTION III.1     Warranties, etc.  The Pledgor represents and warrants 
unto the Lender, as at the date of each pledge and delivery hereunder (including
each pledge and delivery of Pledged Shares) by the Pledgor to the Lender of any 
Collateral, as set forth in this Article.

          III.1.1     Ownership, No Liens, etc.  The Pledgor is the legal and 
     beneficial owner of, and has good and marketable title to (and has full 
     right and authority to pledge and assign) such Collateral, free and clear 
     of all liens, security interests, options, or other charges or 
     encumbrances, except any lien or security interest granted pursuant hereto 
     in favor of the Lender.

          III.1.2     Valid Security Interest.  The delivery of such 
     Collateral to the Lender together with stock powers endorsed in blank is 
     effective to create a valid, perfected, first priority security interest 
     in such Collateral and all proceeds thereof, securing the Secured 
     Obligations.  No filing or other action will be necessary to perfect or 
     protect such security interest.

          III.1.3     As to Pledged Shares.  In the case of any Pledged Shares 
     constituting such Collateral, all of such Pledged Shares are duly 
     authorized and validly issued, fully paid, and non-assessable, and 
     constitute the percentage of the issued and outstanding shares of the 
     respective class of the capital stock of each Pledged Share Issuer as set 
     forth on Attachment 1 hereto.

          III.1.4     Authorization, Approval, etc.  No authorization, 
     approval, or other action by, and no notice to or filing with, any 
     governmental authority, regulatory body or any other Person is required 
     either 

               (a)     for the pledge by the Pledgor of any Collateral 
          pursuant to this Pledge Agreement or for the execution, delivery, 
          and performance of this Pledge Agreement by the Pledgor, or
     
               (b)     for the exercise by the Lender of the voting or other 
          rights provided for in this Pledge Agreement, or, except with 
          respect to any Pledged Shares, as may be required in connection with 
          a disposition of such Pledged Shares by laws affecting the offering 
          and sale of securities generally, the remedies in respect of the 
          Collateral pursuant to this Pledge Agreement.

          III.1.5     Compliance with Laws.  The Pledgor is in compliance with 
     the requirements of all applicable laws (including, without limitation, 
     the provisions of the Fair Labor Standards Act), rules, regulations and 
     orders of every governmental authority, the non-compliance with which 
     could materially adversely affect the business, properties, assets, 
     operations, condition (financial or otherwise) or prospects of the Pledgor 
     or the value of the Collateral or the worth of the Collateral as 
     collateral security.

                               ARTICLE IV

                               COVENANTS

     SECTION IV.1     Protect Collateral; Further Assurances, etc.  The Pledgor 
will not sell, assign, transfer, pledge, or encumber in any other manner the 
Collateral (except in favor of the Lender hereunder).  The Pledgor will warrant 
and defend the right and title herein granted unto the Lender in and to the 
Collateral (and all right, title, and interest represented by the Collateral) 
against the claims and demands of all Persons whomsoever.  The Pledgor agrees 
that at any time, and from time to time, at the expense of the Pledgor, the 
Pledgor will promptly execute and deliver all further instruments, and take all 
further action, that may be necessary or desirable, or that the Lender may 
reasonably request, in order to perfect and protect any security interest 
granted or purported to be granted hereby or to enable the Lender to exercise 
and enforce its rights and remedies hereunder with respect to any Collateral.

     SECTION IV.2     Stock Powers, etc.  The Pledgor agrees that all Pledged 
Shares (and all other shares of capital stock constituting Collateral) delivered
by the Pledgor pursuant to this Pledge Agreement will be accompanied by duly 
executed undated blank stock powers, or other equivalent instruments of transfer
acceptable to the Lender.  The Pledgor will, from time to time upon the request 
of the Lender, promptly deliver to the Lender such stock powers, instruments, 
and similar documents, satisfactory in form and substance to the Lender, with 
respect to the Collateral as the Lender may reasonably request and will, from 
time to time upon the request of the Lender after the occurrence of any Event of
Default, promptly transfer any Pledged Shares or other shares of common stock 
constituting Collateral into the name of any nominee designated by the Lender.

     SECTION IV.3     Continuous Pledge.  Subject to Section 2.4, the Pledgor 
will, at all times, keep pledged to the Lender pursuant hereto all Pledged 
Shares and all other shares of capital stock constituting Collateral, all 
Dividends and Distributions with respect thereto, and all other Collateral and 
other securities, instruments, proceeds, and rights from time to time received 
by or distributable to the Pledgor in respect of any Collateral.

     SECTION IV.4     Voting Rights; Dividends, etc.  The Pledgor agrees:

          IV.4.1     After any Default shall have occurred and be continuing, 
     promptly upon receipt thereof by the Pledgor and without any request 
     therefor by the Lender, to deliver (properly endorsed where required 
     hereby or requested by the Lender) to the Lender all Dividends, 
     Distributions, all interest, all principal, all other cash payments, and 
     all proceeds of the Collateral, all of which shall be held by the Lender 
     as additional Collateral for use in accordance with Section 6.4; and
     
          IV.4.2     After any Event of Default shall have occurred and be 
     continuing and the Lender has notified the Pledgor of the Lender's 
     intention to exercise its voting power under this Section 4.4.2
     
               (a)     the Lender may exercise (to the exclusion of the 
          Pledgor) the voting power and all other incidental rights of 
          ownership with respect to any Pledged Shares or other shares of 
          capital stock constituting Collateral and the Pledgor hereby grants 
          the Lender an irrevocable proxy, exercisable under such 
          circumstances, to vote the Pledged Shares and such other Collateral, 
          and

               (b)     promptly to deliver to the Lender such additional 
          proxies and other documents as may be necessary to allow the Lender 
          to exercise such voting power.

All Dividends, Distributions, interest, principal, cash payments, and proceeds 
which may at any time and from time to time be held by the Pledgor but which the
Pledgor is then obligated to deliver to the Lender, shall, until delivery to the
Lender, be held by the Pledgor separate and apart from its other property in 
trust for the Lender.  The Lender agrees that unless an Event of Default shall 
have occurred and be continuing and the Lender shall have given the notice 
referred to in Section 4.4.2, the Pledgor shall have the exclusive voting power 
with respect to any shares of capital stock (including any of the Pledged 
Shares) constituting Collateral and the Lender shall, upon the written request 
of the Pledgor, promptly deliver such proxies and other documents, if any, as 
shall be reasonably requested by the Pledgor which are necessary to allow the 
Pledgor to exercise voting power with respect to any such share of capital stock
(including any of the Pledged Shares) constituting Collateral; provided, 
however, that no vote shall be cast, or consent, waiver, or ratification given, 
or action taken by the Pledgor that would cause an Event of Default, impair any 
Collateral or be inconsistent with or violate any provision of the Credit 
Agreement or any other Loan Document (including this Pledge Agreement).

     SECTION IV.5     Additional Undertakings.  The Pledgor will not, without 
the prior written consent of the Lender, (a) sell, assign, transfer, pledge, or 
encumber in any other manner Pledgor's interest in the Pledged Share Issuer, or 
(b) permit any of the assets of the Pledged Share Issuer to be sold, assigned, 
transferred, pledged, or encumbered in any other manner.

                                ARTICLE V

                               THE LENDER

     SECTION V.1     Lender Appointed Attorney-in-Fact.  The Pledgor hereby 
irrevocably appoints the Lender the Pledgor's attorney-in-fact, with full 
authority in the place and stead of the Pledgor and in the name of the Pledgor 
or otherwise, from time to time in the Lender's discretion, to take any action 
and to execute any instrument which the Lender may deem necessary or advisable 
to accomplish the purposes of this Pledge Agreement, including without 
limitation:

          V.1.1     After the occurrence and continuance of a Default, to ask, 
     demand, collect, sue for, recover, compromise, receive and give 
     acquittance and receipts for moneys due and to become due under or in 
     respect of any of the Collateral.

          V.1.2     To receive, endorse, and collect any drafts or other 
     instruments, documents and chattel paper, in connection with Section 5.1.1 
     above.

          V.1.3     To file any claims or take any action or institute any 
     proceedings which the Lender may deem necessary or desirable for the 
     collection of any of the Collateral or otherwise to enforce the rights of 
     the Lender with respect to any of the Collateral.

The Pledgor hereby acknowledges, consents and agrees that the power of attorney 
granted pursuant to this Section is irrevocable and coupled with an interest. 
Notwithstanding the foregoing, prior to the occurrence of an Event of Default, 
the Lender agrees that it shall first request that the Pledgor perform such 
action and, if the Pledgor shall not have performed such action within five (5) 
days following such request, the Lender shall be entitled to take such action 
pursuant hereto.

     SECTION V.2     Lender May Perform.  If the Pledgor fails to perform any 
agreement contained herein after being requested in writing to so perform, the 
Lender may itself perform, or cause performance of, such agreement, and the 
reasonable expenses of the Lender incurred in connection therewith shall be 
payable by the Pledgor pursuant to Section 6.5.

     SECTION V.3     Lender Has No Duty.  The powers conferred on the Lender 
hereunder are solely to protect its interest in the Collateral and shall not 
impose any duty on it to exercise any such powers.  Except for the reasonable 
care of any Collateral in its possession and the accounting for moneys actually 
received by it hereunder, the Lender shall have no duty as to any Collateral or 
responsibility for (a) ascertaining or taking action with respect to calls, 
conversions, exchanges, maturities, tenders or other matters relative to any 
Pledged Property, whether or not the Lender has or is deemed to have knowledge 
of such matters, or (b) taking any necessary steps to preserve rights against 
prior parties or any other rights pertaining to any Collateral.

     SECTION V.4     Reasonable Care.  The Lender is required to exercise 
reasonable care in the custody and preservation of any of the Collateral in its 
possession; provided, however, the Lender shall be deemed to have exercised 
reasonable care in the custody and preservation of any of the Collateral, if it 
takes such action for that purpose as the Pledgor reasonably requests in writing
at times other than upon the occurrence and during the continuance of any Event 
of Default, but failure of the Lender to comply with any such request at any 
time shall not in itself be deemed a failure to exercise reasonable care.

                                ARTICLE VI

                                 REMEDIES
     
     SECTION VI.1     Certain Remedies.  If any Event of Default shall have 
occurred and be continuing:     

          VI.1.1     The Lender may exercise in respect of the Collateral, in 
     addition to other rights and remedies provided for herein or otherwise 
     available to it, all the rights and remedies of a secured party on default 
     under the U.C.C. (whether or not the U.C.C. applies to the affected 
     Collateral) and also may, without notice except as specified below, sell 
     the Collateral or any part thereof in one or more parcels at public or 
     private sale, at any of the Lender's offices or elsewhere, for cash, on 
     credit or for future delivery, and upon such other terms as the Lender may 
     deem commercially reasonable.  The Pledgor agrees that, to the extent 
     notice of sale shall be required by law, at least ten days' prior notice 
     to the Pledgor of the time and place of any public sale or the time after 
     which any private sale is to be made shall constitute reasonable 
     notification.  The Lender shall not be obligated to make any sale of 
     Collateral regardless of notice of sale having been given.  The Lender may 
     adjourn any public or private sale from time to time by announcement at 
     the time and place fixed therefor, and such sale may, without further 
     notice, be made at the time and place to which it was so adjourned.

          VI.1.2     The Lender may

               (a)     transfer all or any part of the Collateral into the 
          name of the Lender or its nominee, with or without disclosing that 
          such Collateral is subject to the lien and security interest 
          hereunder;

               (b)     notify the parties obligated on any of the Collateral 
          to make payment to the Lender of any amount due or to become due 
          thereunder;

               (c)     enforce collection of any of the Collateral by suit 
          or otherwise, and surrender, release or exchange all or any part 
          thereof, or compromise or extend or renew for any period (whether or 
          not longer than the original period) any obligations of any nature 
          of any party with respect thereto;

               (d)     endorse any checks, drafts, or other writings in the 
          Pledgor's name to allow collection of the Collateral;
     
               (e)     take control of any proceeds of the Collateral; and
          
               (f)     execute (in the name, place and stead of the Pledgor) 
          endorsements, assignments, stock powers and other instruments of 
          conveyance or transfer with respect to all or any of the Collateral.

     SECTION VI.2     Securities Laws.  If the Lender shall determine to 
exercise its right to sell all or any of the Collateral pursuant to Section 6.1,
the Pledgor agrees that, upon request of the Lender, the Pledgor will, at its 
own expense:

          VI.2.1     Execute and deliver, and cause each issuer of the 
     Collateral contemplated to be sold and the directors and officers thereof 
     to execute and deliver (in each case to the extent required by law), all 
     such instruments and documents, and do or cause to be done all such other 
     acts and things, as may be necessary or, in the opinion of the Lender, 
     advisable to register such Collateral under, or otherwise permit the 
     Collateral to be privately sold or transferred in compliance with, the 
     provisions of the Securities Act of 1933, as from time to time amended 
     (the "Securities Act"), and to cause the registration statement relating 
     thereto to become effective and to remain effective for such period as 
     prospectuses are required by law to be furnished, and to make all 
     amendments and supplements thereto and to the related prospectus which, in 
     the opinion of the Lender, are necessary or advisable, all in conformity 
     with the requirements of the Securities Act and the rules and regulations 
     of the Securities and Exchange Commission applicable thereto.
     
          VI.2.2     Use its best efforts to qualify the Collateral under, or 
     to permit the Collateral to be privately sold or transferred in compliance 
     with, the state securities or "Blue Sky" laws and to obtain all necessary 
     governmental approvals for the sale of the Collateral, as requested by the 
     Lender.

          VI.2.3     Cause each such issuer to make available to its security 
     holders, as soon as practicable, an earnings statement that will satisfy 
     the provisions of Section 11(a) of the Securities Act.
     
          VI.2.4     Do or cause to be done all such other acts and things as 
     may be necessary to make such sale of the Collateral or any part thereof 
     valid and binding and in compliance with applicable law.
     
     SECTION VI.3     Compliance with Restrictions.  The Pledgor agrees that in 
any sale of any of the Collateral whenever an Event of Default shall have 
occurred and be continuing, the Lender is hereby authorized to comply with any 
limitation or restriction in connection with such sale as it may be advised by 
counsel is necessary in order to avoid any violation of applicable law 
(including compliance with such procedures as may restrict the number of 
prospective bidders and purchasers, require that such prospective bidders and 
purchasers have certain qualifications, and restrict such prospective bidders 
and purchasers to persons who will represent and agree that they are purchasing 
for their own account for investment and not with a view to the distribution or 
resale of such Collateral), or in order to obtain any required approval of the 
sale or of the purchaser by any governmental regulatory authority or official, 
and the Pledgor further agrees that such compliance shall not result in such 
sale being considered or deemed not to have been made in a commercially 
reasonable manner, nor shall the Lender be liable nor accountable to the Pledgor
for any discount allowed by the reason of the fact that such Collateral is sold 
in compliance with any such limitation or restriction.

     SECTION VI.4     Application of Proceeds.  All cash proceeds received by 
the Lender in respect of any sale of, collection from, or other realization 
upon, all or any part of the Collateral may, in the discretion of the Lender, be
held by the Lender as additional collateral security for, or then or at any time
thereafter be applied (after payment of any amounts payable to the Lender 
pursuant to Sections 10.3 and 10.4 of the Credit Agreement and Section 6.5 
hereof) in whole or in part by the Lender against, all or any part of the 
Secured Obligations in such order as the Lender shall elect.  Any surplus of 
such cash or cash proceeds held by the Lender and remaining after payment in 
full of all the Secured Obligations, and the termination of all Commitments and 
any other commitments by the Lender to the Pledgor, shall be paid over to the 
Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

     SECTION VI.5     Indemnity and Expenses.  The Pledgor hereby indemnifies 
and holds harmless the Lender from and against any and all claims, losses, and 
liabilities arising out of or resulting from this Pledge Agreement (including 
enforcement of this Pledge Agreement), except claims, losses, or liabilities 
resulting from the Lender's gross negligence or wilful misconduct.  Upon demand,
the Pledgor will pay to the Lender the amount of any and all reasonable 
expenses, including the reasonable fees and disbursements of its counsel and of 
any experts and agents, which the Lender may incur in connection with:

               (a)     the exercise or enforcement of any of the rights of 
          the Lender hereunder; or

               (b)     the failure by the Pledgor to perform or observe any 
          of the provisions hereof.     

                              ARTICLE VII

                         MISCELLANEOUS PROVISIONS

     SECTION VII.1     Loan Document.  This Pledge Agreement is a Loan Document 
executed pursuant to the Credit Agreement and shall (unless otherwise expressly 
indicated herein) be construed, administered and applied in accordance with the 
terms and provisions thereof.

     SECTION VII.2     Amendments, etc.  No amendment to or waiver of 
any provision of this Pledge Agreement nor consent to any departure by the 
Pledgor herefrom shall in any event be effective unless the same shall be in 
writing and signed by the Lender, and then such waiver or consent shall be 
effective only in the specific instance and for the specific purpose for which 
it is given.

     SECTION VII.3     Protection of Collateral.  The Lender may from time 
to time, at its option, perform any act which the Pledgor agrees hereunder to 
perform and which the Pledgor shall fail to perform after being requested in 
writing so to perform (it being understood that no such request need be given 
after the occurrence and during the continuance of an Event of Default) and the 
Lender may from time to time take any other action which the Lender reasonably 
deems necessary for the maintenance, preservation or protection of any of the 
Collateral or of its security interest therein.

     SECTION VII.4     Addresses for Notices.  All notices and other 
communications provided to any party hereto under this Pledge Agreement shall be
in writing and shall be hand delivered or sent by a nationally recognized 
overnight courier, certified mail (return receipt requested), or telecopy to 
such party at its address or telecopy number set forth on the signature pages 
hereof or at such other address or telecopy number as may be designated by such 
party in a notice to the other party.  Without limiting any other means by which
a party may be able to provide that a notice has been received by the other 
party, a notice shall be deemed to be duly received (a) if sent by hand, on the 
date when left with a responsible person at the address of the recipient; (b) if
sent by certified mail, on the fifth business day after delivery to the U.S. 
Post Office; (c) if sent by overnight courier, on the first business day after 
delivery to such courier; or (d) if sent by telecopy, on the date of receipt by 
the sender of an acknowledgment or transmission reports generated by the machine
from which the telecopy was sent indicating that the telecopy was sent in its 
entirety to the recipient's telecopy number.

     SECTION VII.5     Section Captions.  Section captions used in this Pledge 
Agreement are for convenience of reference only, and shall not affect the 
construction of this Pledge Agreement.

     SECTION VII.6     Severability.  Wherever possible each provision of this 
Pledge Agreement shall be interpreted in such manner as to be effective and 
valid under applicable law, but if any provision of this Pledge Agreement shall 
be prohibited by or invalid under such law, such provision shall be ineffective 
to the extent of such prohibition or invalidity, without invalidating the 
remainder of such provision or the remaining provisions of this Pledge 
Agreement.

     SECTION VII.7     The Lender as Agent for its Affiliates.  As described 
above, certain Affiliates of the Lender are or may become parties to certain 
Hedging Agreements with the Pledgor and/or Affiliates of the Pledgor.  This 
Pledge Agreement secures the obligations of the Pledgor and such Affiliates, as 
the case may be, under such Hedging Agreements, and the parties hereto 
acknowledge for all purposes that the Lender acts as agent on behalf of such 
Affiliates of the Lender which are so entitled to share in the rights and 
benefits accruing to the Lender under this Pledge Agreement.

     SECTION VII.8     Governing Law, Entire Agreement, etc.  THIS 
PLEDGE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE 
INTERNAL LAWS OF THE STATE OF ILLINOIS, EXCEPT TO THE EXTENT THAT THE VALIDITY 
OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN 
RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION 
OTHER THAN THE STATE OF ILLINOIS.  THIS PLEDGE AGREEMENT AND THE OTHER LOAN 
DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH 
RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN
OR ORAL, WITH RESPECT THERETO.

     SECTION 7.9     Non-Recourse Nature of Liability.

     (a)     Notwithstanding anything to the contrary contained or implied in 
this Pledge Agreement, the Pledgor shall not be personally liable under any 
theory for any amount due under the Credit Agreement, the Notes or such other 
Loan Documents, and the Lender shall not seek a deficiency or personal judgment 
against the Pledgor for payment of the Obligations evidenced by the Credit 
Agreement, the Notes or such other Loan Documents.  No property or assets of the
Pledgor, other than the Collateral pledged pursuant to this Pledge Agreement, 
shall be sold, levied upon or otherwise used to satisfy any judgment rendered in
connection with any action brought against the Borrower or its Subsidiaries with
respect to this Pledge Agreement, the Credit Agreement, the Notes or such other 
Loan Documents.

     (b)     Notwithstanding the provisions of Section 7.9(a) to the contrary, 
nothing contained in this Pledge Agreement, the Credit Agreement or any other 
Loan Document shall be construed to (i) impair or limit the rights of the Lender
arising under this Pledge Agreement, or any other Security Document or other 
documents to which the Pledgor is a party thereto in its individual capacity; 
(ii) impair or limit any of the Obligations of the Borrower or its Subsidiaries 
under any Loan Document to which it is a party; (iii) impair or limit the 
validity of the indebtedness evidenced by this Pledge Agreement, the Credit 
Agreement, the Notes or the other Loan Documents or prevent the taking of any 
action permitted by law against the Borrower or its Subsidiaries or the assets 
of the Borrower or its Subsidiaries or the proceeds of such assets; or 
(iv) prevent the commencement of any action, suit or proceeding against any 
Person (or prevent the service of papers under any Person) for the purpose of 
obtaining jurisdiction over the Borrower or its Subsidiaries.

     IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement 
to be duly executed and delivered by their respective officers thereunto duly 
authorized as of the day and year first above written.

                                   TJG INVESTMENTS, INC., 
                                   a Texas corporation

                                   By:   /s/ Timothy J. Goff
                                   Name: Timothy J. Goff
                                   Title: Manager

                                   Address: 700 Louisiana Street
                                            Suite 3700
                                            Houston, Texas 77002

                                   Facsimile No.: (713) 236-9799

                                   Attention:     Timothy J. Goff

                                   BANK OF AMERICA NATIONAL TRUST AND
                                   SAVINGS ASSOCIATION

                                   By:   /s/ Richard A. Bernardy  
                                   Name: Richard A. Bernardy   
                                   Title: Vice President
     
                                   Address: 333 Clay Street
                                            Suite 4550
                                            Houston, TX 77002

                                   Facsimile No.:     (713) 651-4888

                                   Attention:      Richard A. Bernardy

                          ATTACHMENT 1
                               to 
                         Pledge Agreement

Pledged Shares

Pledged Share Issuer                    Common Stock       
                          
                 Authorized    Outstanding    Number of Shares   % of Shares 
                   Shares          Shares           Pledged         Pledged 
                 ______________________________________________________________
Future Petroleum  30,000,000    22,320,066        1,255,000         5.62%
Corporation,
a Utah corporation

                           EXHIBIT 99.12

                            PLEDGE AGREEMENT
                                 (Stock)

     THIS PLEDGE AGREEMENT (this "Pledge Agreement"), dated as of December 15, 
1998, made by James E. Sowell, an individual, (the "Pledgor"), in favor of 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 the Amended and Restated Credit Agreement, dated as 
of December 4, 1998 (together with all amendments and other modifications, if 
any, from time to time thereafter made thereto, the "Credit Agreement"), between
FUTURE PETROLEUM CORPORATION, a Utah corporation (the "Borrower") and the 
Lender, the Lender has extended Commitments to make Loans to, and issue Letters 
of Credit at the request of, the Borrower; and

     WHEREAS, 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 Lender or an Affiliate of the 
Lender, pursuant to the terms of the Credit Agreement;

     WHEREAS, as a condition precedent to the making of certain Loans and the 
issuance of Letters of Credit under the Credit Agreement, and the Lender's or 
such Affiliate of the Lender's obligations under the Hedging Agreements referred
to above, the Pledgor is required to execute and deliver this Pledge Agreement; 
and

     WHEREAS, the Pledgor has duly authorized the execution, delivery and 
performance of this Pledge Agreement; 

     NOW THEREFORE, for good and valuable consideration the receipt of which is 
hereby acknowledged, and in order to induce the Lender to make Loans to, and to 
issue Letters of Credit at the request of, the Borrower pursuant to the Credit 
Agreement, and to induce the Lender or such Affiliate of the Lender to enter 
into Hedging Agreements with the Borrower or an affiliate of the Borrower, the 
Pledgor agrees, for the benefit of the Lender, as follows:

                               ARTICLE I

                              DEFINITIONS

     SECTION I.1     Certain Terms.  The following terms (whether or not 
underscored) when used in this Pledge Agreement, including its preamble and 
recitals, shall have the following meanings (such definitions to be equally 
applicable to the singular and plural forms thereof):

     "Borrower" is defined in the first recital.

     "Collateral" is defined in Section 2.1.

     "Credit Agreement" is defined in the first recital.

     "Distributions" means all stock dividends, liquidating dividends, shares 
of stock resulting from (or in connection with the exercise of) stock splits, 
reclassifications, warrants, options, non-cash dividends, mergers, 
consolidations, and all other distributions (whether similar or dissimilar to 
the foregoing) on or with respect to any Pledged Shares or other shares of 
capital stock constituting Collateral, but shall not include Dividends.

     "Dividends" means cash dividends and cash distributions with respect to 
any Pledged Shares or other Pledged Property made in the ordinary course of 
business and not a liquidating dividend.

     "Lender" is defined in the preamble.

     "Pledge Agreement" is defined in the preamble.

     "Pledged Property" means all Pledged Shares, and all other pledged shares 
of capital stock, all other securities, all assignments of any amounts due or to
become due with respect to the Pledged Shares, all other instruments which are 
now being delivered by the Pledgor to the Lender or may from time to time 
hereafter be delivered by the Pledgor to the Lender for the purpose of pledge 
under this Pledge Agreement or any other Loan Document, and all proceeds of any 
of the foregoing.

     "Pledged Share Issuer" means each Person identified in Attachment 1 hereto 
as the issuer of the Pledged Shares identified opposite the name of such Person.

     "Pledged Shares" means all shares of capital stock of any Pledged Share 
Issuer which are delivered by the Pledgor to the Lender as Pledged Property 
hereunder.

     "Pledgor" is defined in the preamble.

     "Secured Obligations" is defined in Section 2.2.

     "Securities Act" is defined in Section 6.2.

     "U.C.C." means the Uniform Commercial Code as in effect in the State of 
Illinois.

     SECTION I.2     Credit Agreement Definitions.  Unless otherwise defined 
herein or the context otherwise requires, terms used in this Pledge Agreement, 
including its preamble and recitals, have the meanings provided in the Credit 
Agreement.

     SECTION I.3     U.C.C. Definitions.  Unless otherwise defined herein or 
the context otherwise requires, terms for which meanings are provided in the 
U.C.C. are used in this Pledge Agreement, including its preamble and recitals, 
with such meanings.

                               ARTICLE II

                                 PLEDGE

     SECTION II.1     Grant of Security Interest.  The Pledgor hereby pledges, 
hypothecates, assigns, charges, mortgages, delivers, and transfers to the 
Lender, and hereby grants to the Lender a continuing security interest in, all 
of the following property (the "Collateral"):

          II.1.1     All issued and outstanding shares of capital stock of 
     each Pledged Share Issuer identified in Attachment 1 hereto.
     
          II.1.2     All other Pledged Shares issued from time to time.

          II.1.3     All other Pledged Property, whether now or hereafter 
     delivered to the Lender in connection with this Pledge Agreement.

          II.1.4     All Dividends, Distributions, interest, and other 
     payments and rights with respect to any Pledged Property.

          II.1.5     All proceeds of any of the foregoing. 

     SECTION II.2     Security for Obligations.  This Pledge 
Agreement secures the prompt payment and performance in full of (a) all 
Obligations now or hereafter existing under the Credit Agreement, the Notes and 
each other Loan Document, whether for principal, interest, costs, fees, 
expenses, or otherwise, including without limitation, Reimbursement Obligations,
and (b) all other obligations of the Borrower or the Pledgor to the Lender or 
any Affiliate of the Lender, now or hereafter owing, howsoever created, arising 
or evidenced, whether direct or indirect, primary or secondary, fixed or 
absolute 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 the Hedging Agreements, between the Borrower or 
any other Affiliate or now or hereafter existing or due or to become due and (c)
all other obligations of the Borrower or any Affiliate of the Borrower and the 
Lender or any Affiliate of the Lender, howsoever created, arising or evidenced, 
whether direct or indirect, absolute or contingent or now or hereafter existing 
or due or to become due (all such Obligations and other obligations being the 
"Secured Obligations").

     SECTION II.3     Delivery of Pledged Property.  All certificates or 
instruments representing or evidencing any Collateral, including all Pledged 
Shares, shall be delivered to and held by or on behalf of the Lender pursuant 
hereto, shall be in suitable form for transfer by delivery, and shall be 
accompanied by all necessary instruments of transfer or assignment, duly 
executed in blank.

     SECTION II.4     Dividends on Pledged Shares.  In the event that any 
Dividend is to be paid on any Pledged Share at a time when no Default has 
occurred and is continuing, such Dividend may be paid directly to the Pledgor. 
If any such Default has occurred and is continuing then any such Dividend shall 
be paid directly to the Lender.

     SECTION II.5     Continuing Security Interest.  This Pledge Agreement 
shall create a continuing security interest in the Collateral and shall 

          II.5.1     Remain in full force and effect until payment in full of 
     all Secured Obligations and the termination of the Commitments and any 
     other commitments of the Lender to the Pledgor,

          II.5.2     Be binding upon the Pledgor and its successors, 
     transferees and assigns, and

          II.5.3     Inure to the benefit of the Lender and its successors, 
     transferees, and assigns.

Without limiting the foregoing clause 2.5.3, the Lender may assign or otherwise 
transfer (in whole or in part) any Note or Loan to any other Person or entity, 
and such other Person or entity shall thereupon become vested with all the 
rights and benefits in respect thereof granted to the Lender under any Loan 
Document (including this Pledge Agreement) or otherwise, subject, however, to 
any contrary provisions in such assignment or transfer, and to the provisions of
Section 10.11 of the Credit Agreement.  Upon the indefeasible payment in full of
all principal and interest comprising the Secured Obligations and the 
termination of the Commitments and any other commitments of the Lender to the 
Pledgor, the security interest granted herein shall terminate and all rights to 
the Collateral shall revert to the Pledgor.  Upon any such termination, the 
Lender will, at the Pledgor's sole expense, deliver to the Pledgor, without any 
representations, warranties or recourse of any kind whatsoever, all certificates
and instruments representing or evidencing all Pledged Shares, together with all
other Collateral held by the Lender hereunder, and execute and deliver to the 
Pledgor such documents as the Pledgor shall reasonably request to evidence such 
termination.

                               ARTICLE III

                     REPRESENTATIONS AND WARRANTIES

     SECTION III.1     Warranties, etc.  The Pledgor represents and warrants 
unto the Lender, as at the date of each pledge and delivery hereunder (including
each pledge and delivery of Pledged Shares) by the Pledgor to the Lender of any 
Collateral, as set forth in this Article.

          III.1.1     Ownership, No Liens, etc.  The Pledgor is the legal and 
     beneficial owner of, and has good and marketable title to (and has full 
     right and authority to pledge and assign) such Collateral, free and clear 
     of all liens, security interests, options, or other charges or 
     encumbrances, except any lien or security interest granted pursuant hereto 
     in favor of the Lender.

          III.1.2     Valid Security Interest.  The delivery of such 
     Collateral to the Lender together with stock powers endorsed in blank is 
     effective to create a valid, perfected, first priority security interest 
     in such Collateral and all proceeds thereof, securing the Secured 
     Obligations.  No filing or other action will be necessary to perfect or 
     protect such security interest.

          III.1.3     As to Pledged Shares.  In the case of any Pledged Shares 
     constituting such Collateral, all of such Pledged Shares are duly 
     authorized and validly issued, fully paid, and non-assessable, and 
     constitute  the percentage of the issued and outstanding shares of the 
     respective class of the capital stock of each Pledged Share Issuer as set 
     forth on Attachment 1 hereto.

          III.1.4     Authorization, Approval, etc.  No authorization, 
     approval, or other action by, and no notice to or filing with, any 
     governmental authority, regulatory body or any other Person is required 
     either 

               (a)     for the pledge by the Pledgor of any Collateral 
          pursuant to this Pledge Agreement or for the execution, delivery, 
          and performance of this Pledge Agreement by the Pledgor, or
     
               (b)     for the exercise by the Lender of the voting or other 
          rights provided for in this Pledge Agreement, or, except with 
          respect to any Pledged Shares, as may be required in connection with 
          a disposition of such Pledged Shares by laws affecting the offering 
          and sale of securities generally, the remedies in respect of the 
          Collateral pursuant to this Pledge Agreement.

          III.1.5     Compliance with Laws.  The Pledgor is in compliance with 
     the requirements of all applicable laws (including, without limitation, 
     the provisions of the Fair Labor Standards Act), rules, regulations and 
     orders of every governmental authority, the non-compliance with which 
     could materially adversely affect the business, properties, assets, 
     operations, condition (financial or otherwise) or prospects of the Pledgor 
     or the value of the Collateral or the worth of the Collateral as 
     collateral security.

                               ARTICLE IV

                               COVENANTS

     SECTION IV.1     Protect Collateral; Further Assurances, etc.  The Pledgor 
will not sell, assign, transfer, pledge, or encumber in any other manner the 
Collateral (except in favor of the Lender hereunder).  The Pledgor will warrant 
and defend the right and title herein granted unto the Lender in and to the 
Collateral (and all right, title, and interest represented by the Collateral) 
against the claims and demands of all Persons whomsoever.  The Pledgor agrees 
that at any time, and from time to time, at the expense of the Pledgor, the 
Pledgor will promptly execute and deliver all further instruments, and take all 
further action, that may be necessary or desirable, or that the Lender may 
reasonably request, in order to perfect and protect any security interest 
granted or purported to be granted hereby or to enable the Lender to exercise 
and enforce its rights and remedies hereunder with respect to any Collateral.

     SECTION IV.2     Stock Powers, etc.  The Pledgor agrees that all Pledged 
Shares (and all other shares of capital stock constituting Collateral) delivered
by the Pledgor pursuant to this Pledge Agreement will be accompanied by duly 
executed undated blank stock powers, or other equivalent instruments of transfer
acceptable to the Lender.  The Pledgor will, from time to time upon the request 
of the Lender, promptly deliver to the Lender such stock powers, instruments, 
and similar documents, satisfactory in form and substance to the Lender, with 
respect to the Collateral as the Lender may reasonably request and will, from 
time to time upon the request of the Lender after the occurrence of any Event of
Default, promptly transfer any Pledged Shares or other shares of common stock 
constituting Collateral into the name of any nominee designated by the Lender.

     SECTION IV.3     Continuous Pledge.  Subject to Section 2.4, the Pledgor 
will, at all times, keep pledged to the Lender pursuant hereto all Pledged 
Shares and all other shares of capital stock constituting Collateral, all 
Dividends and Distributions with respect thereto, and all other Collateral and 
other securities, instruments, proceeds, and rights from time to time received 
by or distributable to the Pledgor in respect of any Collateral.

     SECTION IV.4     Voting Rights; Dividends, etc.  The Pledgor agrees:

          IV.4.1     After any Default shall have occurred and be continuing, 
     promptly upon receipt thereof by the Pledgor and without any request 
     therefor by the Lender, to deliver (properly endorsed where required 
     hereby or requested by the Lender) to the Lender all Dividends, 
     Distributions, all interest, all principal, all other cash payments, and 
     all proceeds of the Collateral, all of which shall be held by the Lender 
     as additional Collateral for use in accordance with Section 6.4; and

          IV.4.2     After any Event of Default shall have occurred and be 
     continuing and the Lender has notified the Pledgor of the Lender's 
     intention to exercise its voting power under this Section 4.4.2
     
               (a)     the Lender may exercise (to the exclusion of the 
          Pledgor) the voting power and all other incidental rights of 
          ownership with respect to any Pledged Shares or other shares of 
          capital stock constituting Collateral and the Pledgor hereby grants 
          the Lender an irrevocable proxy, exercisable under such 
          circumstances, to vote the Pledged Shares and such other Collateral, 
          and

               (b)     promptly to deliver to the Lender such additional 
          proxies and other documents as may be necessary to allow the Lender 
          to exercise such voting power.

All Dividends, Distributions, interest, principal, cash payments, and proceeds 
which may at any time and from time to time be held by the Pledgor but which the
Pledgor is then obligated to deliver to the Lender, shall, until delivery to the
Lender, be held by the Pledgor separate and apart from its other property in 
trust for the Lender.  The Lender agrees that unless an Event of Default shall 
have occurred and be continuing and the Lender shall have given the notice 
referred to in Section 4.4.2, the Pledgor shall have the exclusive voting power 
with respect to any shares of capital stock (including any of the Pledged 
Shares) constituting Collateral and the Lender shall, upon the written request 
of the Pledgor, promptly deliver such proxies and other documents, if any, as 
shall be reasonably requested by the Pledgor which are necessary to allow the 
Pledgor to exercise voting power with respect to any such share of capital stock
(including any of the Pledged Shares) constituting Collateral; provided, 
however, that no vote shall be cast, or consent, waiver, or ratification given, 
or action taken by the Pledgor that would cause an Event of Default, impair any 
Collateral or be inconsistent with or violate any provision of the Credit 
Agreement or any other Loan Document (including this Pledge Agreement).

     SECTION IV.5     Additional Undertakings.  The Pledgor will not, without 
the prior written consent of the Lender, (a) sell, assign, transfer, pledge, or 
encumber in any other manner Pledgor's interest in the Pledged Share Issuer, or 
(b) permit any of the assets of the Pledged Share Issuer to be sold, assigned, 
transferred, pledged, or encumbered in any other manner.

                               ARTICLE V

                              THE LENDER

     SECTION V.1     Lender Appointed Attorney-in-Fact.  The Pledgor hereby 
irrevocably appoints the Lender the Pledgor's attorney-in-fact, with full 
authority in the place and stead of the Pledgor and in the name of the Pledgor 
or otherwise, from time to time in the Lender's discretion, to take any action 
and to execute any instrument which the Lender may deem necessary or advisable 
to accomplish the purposes of this Pledge Agreement, including without 
limitation:

          V.1.1     After the occurrence and continuance of a Default, to ask, 
     demand, collect, sue for, recover, compromise, receive and give 
     acquittance and receipts for moneys due and to become due under or in 
     respect of any of the Collateral.

          V.1.2     To receive, endorse, and collect any drafts or other 
     instruments, documents and chattel paper, in connection with Section 5.1.1 
     above.

          V.1.3     To file any claims or take any action or institute any 
     proceedings which the Lender may deem necessary or desirable for the 
     collection of any of the Collateral or otherwise to enforce the rights of 
     the Lender with respect to any of the Collateral.

The Pledgor hereby acknowledges, consents and agrees that the power of attorney 
granted pursuant to this Section is irrevocable and coupled with an interest. 
Notwithstanding the foregoing, prior to the occurrence of an Event of Default, 
the Lender agrees that it shall first request that the Pledgor perform such 
action and, if the Pledgor shall not have performed such action within five (5) 
days following such request, the Lender shall be entitled to take such action 
pursuant hereto.

     SECTION V.2     Lender May Perform.  If the Pledgor fails to perform any 
agreement contained herein after being requested in writing to so perform, the 
Lender may itself perform, or cause performance of, such agreement, and the 
reasonable expenses of the Lender incurred in connection therewith shall be 
payable by the Pledgor pursuant to Section 6.5.

     SECTION V.3     Lender Has No Duty.  The powers conferred on the Lender 
hereunder are solely to protect its interest in the Collateral and shall not 
impose any duty on it to exercise any such powers.  Except for the reasonable 
care of any Collateral in its possession and the accounting for moneys actually 
received by it hereunder, the Lender shall have no duty as to any Collateral or 
responsibility for (a) ascertaining or taking action with respect to calls, 
conversions, exchanges, maturities, tenders or other matters relative to any 
Pledged Property, whether or not the Lender has or is deemed to have knowledge 
of such matters, or (b) taking any necessary steps to preserve rights against 
prior parties or any other rights pertaining to any Collateral.

     SECTION V.4     Reasonable Care.  The Lender is required to exercise 
reasonable care in the custody and preservation of any of the Collateral in its 
possession; provided, however, the Lender shall be deemed to have exercised 
reasonable care in the custody and preservation of any of the Collateral, if it 
takes such action for that purpose as the Pledgor reasonably requests in writing
at times other than upon the occurrence and during the continuance of any Event 
of Default, but failure of the Lender to comply with any such request at any 
time shall not in itself be deemed a failure to exercise reasonable care.

                              ARTICLE VI

                               REMEDIES

     SECTION VI.1     Certain Remedies.  If any Event of Default shall have 
occurred and be continuing:     

          VI.1.1     The Lender may exercise in respect of the Collateral, in 
     addition to other rights and remedies provided for herein or otherwise 
     available to it, all the rights and remedies of a secured party on default 
     under the U.C.C. (whether or not the U.C.C. applies to the affected 
     Collateral) and also may, without notice except as specified below, sell 
     the Collateral or any part thereof in one or more parcels at public or 
     private sale, at any of the Lender's offices or elsewhere, for cash, on 
     credit or for future delivery, and upon such other terms as the Lender may 
     deem commercially reasonable.  The Pledgor agrees that, to the extent 
     notice of sale shall be required by law, at least ten days' prior notice 
     to the Pledgor of the time and place of any public sale or the time after 
     which any private sale is to be made shall constitute reasonable 
     notification.  The Lender shall not be obligated to make any sale of 
     Collateral regardless of notice of sale having been given.  The Lender may 
     adjourn any public or private sale from time to time by announcement at 
     the time and place fixed therefor, and such sale may, without further 
     notice, be made at the time and place to which it was so adjourned.
     
          VI.1.2     The Lender may

               (a)     transfer all or any part of the Collateral into the 
          name of the Lender or its nominee, with or without disclosing that 
          such Collateral is subject to the lien and security interest 
          hereunder;

               (b)     notify the parties obligated on any of the Collateral 
          to make payment to the Lender of any amount due or to become due 
          thereunder;

               (c)     enforce collection of any of the Collateral by suit 
          or otherwise, and surrender, release or exchange all or any part 
          thereof, or compromise or extend or renew for any period (whether or 
          not longer than the original period) any obligations of any nature 
          of any party with respect thereto;

               (d)     endorse any checks, drafts, or other writings in the 
          Pledgor's name to allow collection of the Collateral;
     
               (e)     take control of any proceeds of the Collateral; and

               (f)     execute (in the name, place and stead of the Pledgor) 
          endorsements, assignments, stock powers and other instruments of 
          conveyance or transfer with respect to all or any of the Collateral.

     SECTION VI.2     Securities Laws.  If the Lender shall determine to 
exercise its right to sell all or any of the Collateral pursuant to Section 6.1,
the Pledgor agrees that, upon request of the Lender, the Pledgor will, at its 
own expense:

          VI.2.1     Execute and deliver, and cause each issuer of the 
     Collateral contemplated to be sold and the directors and officers thereof 
     to execute and deliver (in each case to the extent required by law), all 
     such instruments and documents, and do or cause to be done all such other 
     acts and things, as may be necessary or, in the opinion of the Lender, 
     advisable to register such Collateral under, or otherwise permit the 
     Collateral to be privately sold or transferred in compliance with, the 
     provisions of the Securities Act of 1933, as from time to time amended 
     (the "Securities Act"), and to cause the registration statement relating 
     thereto to become effective and to remain effective for such period as 
     prospectuses are required by law to be furnished, and to make all 
     amendments and supplements thereto and to the related prospectus which, in 
     the opinion of the Lender, are necessary or advisable, all in conformity 
     with the requirements of the Securities Act and the rules and regulations 
     of the Securities and Exchange Commission applicable thereto.
     
          VI.2.2     Use its best efforts to qualify the Collateral under, or 
     to permit the Collateral to be privately sold or transferred in compliance 
     with, the state securities or "Blue Sky" laws and to obtain all necessary 
     governmental approvals for the sale of the Collateral, as requested by the 
     Lender.

          VI.2.3     Cause each such issuer to make available to its security 
     holders, as soon as practicable, an earnings statement that will satisfy 
     the provisions of Section 11(a) of the Securities Act.
     
          VI.2.4     Do or cause to be done all such other acts and things as 
     may be necessary to make such sale of the Collateral or any part thereof 
     valid and binding and in compliance with applicable law.
     
     SECTION VI.3     Compliance with Restrictions.  The Pledgor agrees that in 
any sale of any of the Collateral whenever an Event of Default shall have 
occurred and be continuing, the Lender is hereby authorized to comply with any 
limitation or restriction in connection with such sale as it may be advised by 
counsel is necessary in order to avoid any violation of applicable law 
(including compliance with such procedures as may restrict the number of 
prospective bidders and purchasers, require that such prospective bidders and 
purchasers have certain qualifications, and restrict such prospective bidders 
and purchasers to persons who will represent and agree that they are purchasing 
for their own account for investment and not with a view to the distribution or 
resale of such Collateral), or in order to obtain any required approval of the 
sale or of the purchaser by any governmental regulatory authority or official, 
and the Pledgor further agrees that such compliance shall not result in such 
sale being considered or deemed not to have been made in a commercially 
reasonable manner, nor shall the Lender be liable nor accountable to the Pledgor
for any discount allowed by the reason of the fact that such Collateral is sold 
in compliance with any such limitation or restriction.

     SECTION VI.4     Application of Proceeds.  All cash proceeds received by 
the Lender in respect of any sale of, collection from, or other realization 
upon, all or any part of the Collateral may, in the discretion of the Lender, be
held by the Lender as additional collateral security for, or then or at any time
thereafter be applied (after payment of any amounts payable to the Lender 
pursuant to Sections 10.3 and 10.4 of the Credit Agreement and Section 6.5 
hereof) in whole or in part by the Lender against, all or any part of the 
Secured Obligations in such order as the Lender shall elect.  Any surplus of 
such cash or cash proceeds held by the Lender and remaining after payment in 
full of all the Secured Obligations, and the termination of all Commitments and 
any other commitments by the Lender to the Pledgor, shall be paid over to the 
Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

     SECTION VI.5     Indemnity and Expenses.  The Pledgor hereby indemnifies 
and holds harmless the Lender from and against any and all claims, losses, and 
liabilities arising out of or resulting from this Pledge Agreement (including 
enforcement of this Pledge Agreement), except claims, losses, or liabilities 
resulting from the Lender's gross negligence or wilful misconduct.  Upon demand,
the Pledgor will pay to the Lender the amount of any and all reasonable 
expenses, including the reasonable fees and disbursements of its counsel and of 
any experts and agents, which the Lender may incur in connection with:

               (a)     the exercise or enforcement of any of the rights of 
          the Lender hereunder; or

               (b)     the failure by the Pledgor to perform or observe any 
          of the provisions hereof.     

                              ARTICLE VII

                        MISCELLANEOUS PROVISIONS

     SECTION VII.1     Loan Document.  This Pledge Agreement is a Loan Document 
executed pursuant to the Credit Agreement and shall (unless otherwise expressly 
indicated herein) be construed, administered and applied in accordance with the 
terms and provisions thereof.

     SECTION VII.2     Amendments, etc.  No amendment to or waiver of 
any provision of this Pledge Agreement nor consent to any departure by the 
Pledgor herefrom shall in any event be effective unless the same shall be in 
writing and signed by the Lender, and then such waiver or consent shall be 
effective only in the specific instance and for the specific purpose for which 
it is given.

     SECTION VII.3     Protection of Collateral.  The Lender may from time 
to time, at its option, perform any act which the Pledgor agrees hereunder to 
perform and which the Pledgor shall fail to perform after being requested in 
writing so to perform (it being understood that no such request need be given 
after the occurrence and during the continuance of an Event of Default) and the 
Lender may from time to time take any other action which the Lender reasonably 
deems necessary for the maintenance, preservation or protection of any of the 
Collateral or of its security interest therein.

     SECTION VII.4     Addresses for Notices.  All notices and other 
communications provided to any party hereto under this Pledge Agreement shall be
in writing and shall be hand delivered or sent by a nationally recognized 
overnight courier, certified mail (return receipt requested), or telecopy to 
such party at its address or telecopy number set forth on the signature pages 
hereof or at such other address or telecopy number as may be designated by such 
party in a notice to the other party.  Without limiting any other means by which
a party may be able to provide that a notice has been received by the other 
party, a notice shall be deemed to be duly received (a) if sent by hand, on the 
date when left with a responsible person at the address of the recipient; (b) if
sent by certified mail, on the fifth business day after delivery to the U.S. 
Post Office; (c) if sent by overnight courier, on the first business day after 
delivery to such courier; or (d) if sent by telecopy, on the date of receipt by 
the sender of an acknowledgment or transmission reports generated by the machine
from which the telecopy was sent indicating that the telecopy was sent in its 
entirety to the recipient's telecopy number.

     SECTION VII.5     Section Captions.  Section captions used in this Pledge 
Agreement are for convenience of reference only, and shall not affect the 
construction of this Pledge Agreement.

     SECTION VII.6     Severability.  Wherever possible each provision of this 
Pledge Agreement shall be interpreted in such manner as to be effective and 
valid under applicable law, but if any provision of this Pledge Agreement shall 
be prohibited by or invalid under such law, such provision shall be ineffective 
to the extent of such prohibition or invalidity, without invalidating the 
remainder of such provision or the remaining provisions of this Pledge 
Agreement.

     SECTION VII.7     The Lender as Agent for its Affiliates.  As described 
above, certain Affiliates of the Lender are or may become parties to certain 
Hedging Agreements with the Pledgor and/or Affiliates of the Pledgor.  This 
Pledge Agreement secures the obligations of the Pledgor and such Affiliates, as 
the case may be, under such Hedging Agreements, and the parties hereto 
acknowledge for all purposes that the Lender acts as agent on behalf of such 
Affiliates of the Lender which are so entitled to share in the rights and 
benefits accruing to the Lender under this Pledge Agreement.

     SECTION VII.8     Governing Law, Entire Agreement, etc.  THIS 
PLEDGE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE 
INTERNAL LAWS OF THE STATE OF ILLINOIS, EXCEPT TO THE EXTENT THAT THE VALIDITY 
OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN 
RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION 
OTHER THAN THE STATE OF ILLINOIS.  THIS PLEDGE AGREEMENT AND THE OTHER LOAN 
DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH 
RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN
OR ORAL, WITH RESPECT THERETO.

     SECTION 7.9     Non-Recourse Nature of Liability.

     (a)     Notwithstanding anything to the contrary contained or implied in 
this Pledge Agreement, the Pledgor shall not be personally liable under any 
theory for any amount due under the Credit Agreement, the Notes or such other 
Loan Documents, and the Lender shall not seek a deficiency or personal judgment 
against the Pledgor for payment of the Obligations evidenced by the Credit 
Agreement, the Notes or such other Loan Documents.  No property or assets of the
Pledgor, other than the Collateral pledged pursuant to this Pledge Agreement, 
shall be sold, levied upon or otherwise used to satisfy any judgment rendered in
connection with any action brought against the Borrower or its Subsidiaries with
respect to this Pledge Agreement, the Credit Agreement, the Notes or such other 
Loan Documents.

     (b)     Notwithstanding the provisions of Section 7.9(a) to the contrary, 
nothing contained in this Pledge Agreement, the Credit Agreement or any other 
Loan Document shall be construed to (i) impair or limit the rights of the Lender
arising under this Pledge Agreement, or any other Security Document or other 
documents to which the Pledgor is a party thereto in its individual capacity; 
(ii) impair or limit any of the Obligations of the Borrower or its Subsidiaries 
under any Loan Document to which it is a party; (iii) impair or limit the 
validity of the indebtedness evidenced by this Pledge Agreement, the Credit 
Agreement, the Notes or the other Loan Documents or prevent the taking of any 
action permitted by law against the Borrower or its Subsidiaries or the assets 
of the Borrower or its Subsidiaries or the proceeds of such assets; or 
(iv) prevent the commencement of any action, suit or proceeding against any 
Person (or prevent the service of papers under any Person) for the purpose of 
obtaining jurisdiction over the Borrower or its Subsidiaries.

     IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement 
to be duly executed and delivered by their respective officers thereunto duly 
authorized as of the day and year first above written.

                                   /s/ James E. Sowell
                                   JAMES E. SOWELL

                                   BANK OF AMERICA NATIONAL TRUST AND
                                   SAVINGS ASSOCIATION

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

                                   Address:     333 Clay Street
                                                Suite 4550
                                                Houston, TX 77002

                                   Facsimile No.:     (713) 651-4888

                                   Attention:      Richard A. Bernardy

                          ATTACHMENT 1
                               to 
                         Pledge Agreement

Pledged Shares

Pledged Share Issuer                Convertible Preferred, Series A     
                        
                  Authorized    Outstanding    Number of Shares   % of Shares 
                    Shares         Shares          Pledged          Pledged 
                  ____________________________________________________________
Future Petroleum    200,000      100,000         33,333.3334       33.3334%
a Utah corporation

                              EXHIBIT 99.13

                            PLEDGE AGREEMENT
                                (Stock)

     THIS PLEDGE AGREEMENT (this "Pledge Agreement"), dated as of December 15, 
1998, made by Thomas D. Barrow, an individual, (the "Pledgor"), in favor of 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 the Amended and Restated Credit Agreement, dated as 
of December 4, 1998 (together with all amendments and other modifications, if 
any, from time to time thereafter made thereto, the "Credit Agreement"), between
FUTURE PETROLEUM CORPORATION, a Utah corporation (the "Borrower") and the 
Lender, the Lender has extended Commitments to make Loans to, and issue Letters 
of Credit at the request of, the Borrower; and

     WHEREAS, 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 Lender or an Affiliate of the 
Lender, pursuant to the terms of the Credit Agreement;

     WHEREAS, as a condition precedent to the making of certain Loans and the 
issuance of Letters of Credit under the Credit Agreement, and the Lender's or 
such Affiliate of the Lender's obligations under the Hedging Agreements referred
to above, the Pledgor is required to execute and deliver this Pledge Agreement; 
and

     WHEREAS, the Pledgor has duly authorized the execution, delivery and 
performance of this Pledge Agreement; 

     NOW THEREFORE, for good and valuable consideration the receipt of which is 
hereby acknowledged, and in order to induce the Lender to make Loans to, and to 
issue Letters of Credit at the request of, the Borrower pursuant to the Credit 
Agreement, and to induce the Lender or such Affiliate of the Lender to enter 
into Hedging Agreements with the Borrower or an affiliate of the Borrower, the 
Pledgor agrees, for the benefit of the Lender, as follows:

                              ARTICLE VIII
 
                              DEFINITIONS

     SECTION VIII.1     Certain Terms.  The following terms (whether or not 
underscored) when used in this Pledge Agreement, including its preamble and 
recitals, shall have the following meanings (such definitions to be equally 
applicable to the singular and plural forms thereof):

     "Borrower" is defined in the first recital.

     "Collateral" is defined in Section 2.1.

     "Credit Agreement" is defined in the first recital.

     "Distributions" means all stock dividends, liquidating dividends, shares 
of stock resulting from (or in connection with the exercise of) stock splits, 
reclassifications, warrants, options, non-cash dividends, mergers, 
consolidations, and all other distributions (whether similar or dissimilar to 
the foregoing) on or with respect to any Pledged Shares or other shares of 
capital stock constituting Collateral, but shall not include Dividends.

     "Dividends" means cash dividends and cash distributions with respect to 
any Pledged Shares or other Pledged Property made in the ordinary course of 
business and not a liquidating dividend.

     "Lender" is defined in the preamble.

     "Pledge Agreement" is defined in the preamble.

     "Pledged Property" means all Pledged Shares, and all other pledged shares 
of capital stock, all other securities, all assignments of any amounts due or to
become due with respect to the Pledged Shares, all other instruments which are 
now being delivered by the Pledgor to the Lender or may from time to time 
hereafter be delivered by the Pledgor to the Lender for the purpose of pledge 
under this Pledge Agreement or any other Loan Document, and all proceeds of any 
of the foregoing.

     "Pledged Share Issuer" means each Person identified in Attachment 1 hereto 
as the issuer of the Pledged Shares identified opposite the name of such Person.

     "Pledged Shares" means all shares of capital stock of any Pledged Share 
Issuer which are delivered by the Pledgor to the Lender as Pledged Property 
hereunder.

     "Pledgor" is defined in the preamble.

     "Secured Obligations" is defined in Section 2.2.

     "Securities Act" is defined in Section 6.2.

     "U.C.C." means the Uniform Commercial Code as in effect in the State of 
Illinois.

     SECTION VIII.2     Credit Agreement Definitions.  Unless otherwise defined 
herein or the context otherwise requires, terms used in this Pledge Agreement, 
including its preamble and recitals, have the meanings provided in the Credit 
Agreement.

     SECTION VIII.3     U.C.C. Definitions.  Unless otherwise defined herein or 
the context otherwise requires, terms for which meanings are provided in the 
U.C.C. are used in this Pledge Agreement, including its preamble and recitals, 
with such meanings.

                               ARTICLE IX

                                PLEDGE

     SECTION IX.1     Grant of Security Interest.  The Pledgor hereby pledges, 
hypothecates, assigns, charges, mortgages, delivers, and transfers to the 
Lender, and hereby grants to the Lender a continuing security interest in, all 
of the following property (the "Collateral"):

          IX.1.1     All issued and outstanding shares of capital stock of 
     each Pledged Share Issuer identified in Attachment 1 hereto.

          IX.1.2     All other Pledged Shares issued from time to time.

          IX.1.3     All other Pledged Property, whether now or hereafter 
     delivered to the Lender in connection with this Pledge Agreement.

          IX.1.4     All Dividends, Distributions, interest, and other 
     payments and rights with respect to any Pledged Property.

          IX.1.5     All proceeds of any of the foregoing. 

     SECTION IX.2     Security for Obligations.  This Pledge 
Agreement secures the prompt payment and performance in full of (a) all 
Obligations now or hereafter existing under the Credit Agreement, the Notes and 
each other Loan Document, whether for principal, interest, costs, fees, 
expenses, or otherwise, including without limitation, Reimbursement Obligations,
and (b) all other obligations of the Borrower or the Pledgor to the Lender or 
any Affiliate of the Lender, now or hereafter owing, howsoever created, arising 
or evidenced, whether direct or indirect, primary or secondary, fixed or 
absolute 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 the Hedging Agreements, between the Borrower or 
any other Affiliate or now or hereafter existing or due or to become due and (c)
all other obligations of the Borrower or any Affiliate of the Borrower and the 
Lender or any Affiliate of the Lender, howsoever created, arising or evidenced, 
whether direct or indirect, absolute or contingent or now or hereafter existing 
or due or to become due (all such Obligations and other obligations being the 
"Secured Obligations").

     SECTION IX.3     Delivery of Pledged Property.  All certificates or 
instruments representing or evidencing any Collateral, including all Pledged 
Shares, shall be delivered to and held by or on behalf of the Lender pursuant 
hereto, shall be in suitable form for transfer by delivery, and shall be 
accompanied by all necessary instruments of transfer or assignment, duly 
executed in blank.

     SECTION IX.4     Dividends on Pledged Shares.  In the event that any 
Dividend is to be paid on any Pledged Share at a time when no Default has 
occurred and is continuing, such Dividend may be paid directly to the Pledgor. 
If any such Default has occurred and is continuing then any such Dividend shall 
be paid directly to the Lender.

     SECTION IX.5     Continuing Security Interest.  This Pledge Agreement 
shall create a continuing security interest in the Collateral and shall 

          IX.5.1     Remain in full force and effect until payment in full of 
     all Secured Obligations and the termination of the Commitments and any 
     other commitments of the Lender to the Pledgor,

          IX.5.2     Be binding upon the Pledgor and its successors, 
     transferees and assigns, and

          IX.5.3     Inure to the benefit of the Lender and its successors, 
     transferees, and assigns.

Without limiting the foregoing clause 2.5.3, the Lender may assign or otherwise 
transfer (in whole or in part) any Note or Loan to any other Person or entity, 
and such other Person or entity shall thereupon become vested with all the 
rights and benefits in respect thereof granted to the Lender under any Loan 
Document (including this Pledge Agreement) or otherwise, subject, however, to 
any contrary provisions in such assignment or transfer, and to the provisions of
Section 10.11 of the Credit Agreement.  Upon the indefeasible payment in full of
all principal and interest comprising the Secured Obligations and the 
termination of the Commitments and any other commitments of the Lender to the 
Pledgor, the security interest granted herein shall terminate and all rights to 
the Collateral shall revert to the Pledgor.  Upon any such termination, the 
Lender will, at the Pledgor's sole expense, deliver to the Pledgor, without any 
representations, warranties or recourse of any kind whatsoever, all certificates
and instruments representing or evidencing all Pledged Shares, together with all
other Collateral held by the Lender hereunder, and execute and deliver to the 
Pledgor such documents as the Pledgor shall reasonably request to evidence such 
termination.

                                ARTICLE X

                      REPRESENTATIONS AND WARRANTIES

     SECTION X.1     Warranties, etc.  The Pledgor represents and warrants unto 
the Lender, as at the date of each pledge and delivery hereunder (including each
pledge and delivery of Pledged Shares) by the Pledgor to the Lender of any 
Collateral, as set forth in this Article.

          X.1.1     Ownership, No Liens, etc.  The Pledgor is the legal and 
     beneficial owner of, and has good and marketable title to (and has full 
     right and authority to pledge and assign) such Collateral, free and clear 
     of all liens, security interests, options, or other charges or 
     encumbrances, except any lien or security interest granted pursuant hereto 
     in favor of the Lender.

          X.1.2     Valid Security Interest.  The delivery of such Collateral 
     to the Lender together with stock powers endorsed in blank is effective to 
     create a valid, perfected, first priority security interest in such 
     Collateral and all proceeds thereof, securing the Secured Obligations.  No 
     filing or other action will be necessary to perfect or protect such 
     security interest.

          X.1.3     As to Pledged Shares.  In the case of any Pledged Shares 
     constituting such Collateral, all of such Pledged Shares are duly 
     authorized and validly issued, fully paid, and non-assessable, and 
     constitute  the percentage of the issued and outstanding shares of the 
     respective class of the capital stock of each Pledged Share Issuer as set 
     forth on Attachment 1 hereto.

          X.1.4     Authorization, Approval, etc.  No authorization, approval, 
     or other action by, and no notice to or filing with, any governmental 
     authority, regulatory body or any other Person is required either 
     
               (a)     for the pledge by the Pledgor of any Collateral 
          pursuant to this Pledge Agreement or for the execution, delivery, 
          and performance of this Pledge Agreement by the Pledgor, or
     
               (b)     for the exercise by the Lender of the voting or other 
          rights provided for in this Pledge Agreement, or, except with 
          respect to any Pledged Shares, as may be required in connection with 
          a disposition of such Pledged Shares by laws affecting the offering 
          and sale of securities generally, the remedies in respect of the 
          Collateral pursuant to this Pledge Agreement.

          X.1.5     Compliance with Laws.  The Pledgor is in compliance with 
     the requirements of all applicable laws (including, without limitation, 
     the provisions of the Fair Labor Standards Act), rules, regulations and 
     orders of every governmental authority, the non-compliance with which 
     could materially adversely affect the business, properties, assets, 
     operations, condition (financial or otherwise) or prospects of the Pledgor 
     or the value of the Collateral or the worth of the Collateral as 
     collateral security.

                               ARTICLE XI
      
                               COVENANTS

     SECTION XI.1     Protect Collateral; Further Assurances, etc.  The Pledgor 
will not sell, assign, transfer, pledge, or encumber in any other manner the 
Collateral (except in favor of the Lender hereunder).  The Pledgor will warrant 
and defend the right and title herein granted unto the Lender in and to the 
Collateral (and all right, title, and interest represented by the Collateral) 
against the claims and demands of all Persons whomsoever.  The Pledgor agrees 
that at any time, and from time to time, at the expense of the Pledgor, the 
Pledgor will promptly execute and deliver all further instruments, and take all 
further action, that may be necessary or desirable, or that the Lender may 
reasonably request, in order to perfect and protect any security interest 
granted or purported to be granted hereby or to enable the Lender to exercise 
and enforce its rights and remedies hereunder with respect to any Collateral.

     SECTION XI.2     Stock Powers, etc.  The Pledgor agrees that all Pledged 
Shares (and all other shares of capital stock constituting Collateral) delivered
by the Pledgor pursuant to this Pledge Agreement will be accompanied by duly 
executed undated blank stock powers, or other equivalent instruments of transfer
acceptable to the Lender.  The Pledgor will, from time to time upon the request 
of the Lender, promptly deliver to the Lender such stock powers, instruments, 
and similar documents, satisfactory in form and substance to the Lender, with 
respect to the Collateral as the Lender may reasonably request and will, from 
time to time upon the request of the Lender after the occurrence of any Event of
Default, promptly transfer any Pledged Shares or other shares of common stock 
constituting Collateral into the name of any nominee designated by the Lender.

     SECTION XI.3     Continuous Pledge.  Subject to Section 2.4, the Pledgor 
will, at all times, keep pledged to the Lender pursuant hereto all Pledged 
Shares and all other shares of capital stock constituting Collateral, all 
Dividends and Distributions with respect thereto, and all other Collateral and 
other securities, instruments, proceeds, and rights from time to time received 
by or distributable to the Pledgor in respect of any Collateral.

     SECTION XI.4     Voting Rights; Dividends, etc.  The Pledgor agrees:

          XI.4.1     After any Default shall have occurred and be continuing, 
     promptly upon receipt thereof by the Pledgor and without any request 
     therefor by the Lender, to deliver (properly endorsed where required 
     hereby or requested by the Lender) to the Lender all Dividends, 
     Distributions, all interest, all principal, all other cash payments, and 
     all proceeds of the Collateral, all of which shall be held by the Lender 
     as additional Collateral for use in accordance with Section 6.4; and
     
          XI.4.2     After any Event of Default shall have occurred and be 
     continuing and the Lender has notified the Pledgor of the Lender's 
     intention to exercise its voting power under this Section 4.4.2
     
               (a)     the Lender may exercise (to the exclusion of the 
          Pledgor) the voting power and all other incidental rights of 
          ownership with respect to any Pledged Shares or other shares of 
          capital stock constituting Collateral and the Pledgor hereby grants 
          the Lender an irrevocable proxy, exercisable under such 
          circumstances, to vote the Pledged Shares and such other Collateral, 
          and

               (b)     promptly to deliver to the Lender such additional 
          proxies and other documents as may be necessary to allow the Lender 
          to exercise such voting power.

All Dividends, Distributions, interest, principal, cash payments, and proceeds 
which may at any time and from time to time be held by the Pledgor but which the
Pledgor is then obligated to deliver to the Lender, shall, until delivery to the
Lender, be held by the Pledgor separate and apart from its other property in 
trust for the Lender.  The Lender agrees that unless an Event of Default shall 
have occurred and be continuing and the Lender shall have given the notice 
referred to in Section 4.4.2, the Pledgor shall have the exclusive voting power 
with respect to any shares of capital stock (including any of the Pledged 
Shares) constituting Collateral and the Lender shall, upon the written request 
of the Pledgor, promptly deliver such proxies and other documents, if any, as 
shall be reasonably requested by the Pledgor which are necessary to allow the 
Pledgor to exercise voting power with respect to any such share of capital stock
(including any of the Pledged Shares) constituting Collateral; provided, 
however, that no vote shall be cast, or consent, waiver, or ratification given, 
or action taken by the Pledgor that would cause an Event of Default, impair any 
Collateral or be inconsistent with or violate any provision of the Credit 
Agreement or any other Loan Document (including this Pledge Agreement).

     SECTION XI.5     Additional Undertakings.  The Pledgor will not, without 
the prior written consent of the Lender, (a) sell, assign, transfer, pledge, or 
encumber in any other manner Pledgor's interest in the Pledged Share Issuer, or 
(b) permit any of the assets of the Pledged Share Issuer to be sold, assigned, 
transferred, pledged, or encumbered in any other manner.

                               ARTICLE XII

                               THE LENDER

     SECTION XII.1     Lender Appointed Attorney-in-Fact.  The Pledgor hereby 
irrevocably appoints the Lender the Pledgor's attorney-in-fact, with full 
authority in the place and stead of the Pledgor and in the name of the Pledgor 
or otherwise, from time to time in the Lender's discretion, to take any action 
and to execute any instrument which the Lender may deem necessary or advisable 
to accomplish the purposes of this Pledge Agreement, including without 
limitation:

          XII.1.1     After the occurrence and continuance of a Default, to 
     ask, demand, collect, sue for, recover, compromise, receive and give 
     acquittance and receipts for moneys due and to become due under or in 
     respect of any of the Collateral.

          XII.1.2     To receive, endorse, and collect any drafts or other 
     instruments, documents and chattel paper, in connection with Section 5.1.1 
     above.

          XII.1.3     To file any claims or take any action or institute any 
     proceedings which the Lender may deem necessary or desirable for the 
     collection of any of the Collateral or otherwise to enforce the rights of 
     the Lender with respect to any of the Collateral.

The Pledgor hereby acknowledges, consents and agrees that the power of attorney 
granted pursuant to this Section is irrevocable and coupled with an interest. 
Notwithstanding the foregoing, prior to the occurrence of an Event of Default, 
the Lender agrees that it shall first request that the Pledgor perform such 
action and, if the Pledgor shall not have performed such action within five (5) 
days following such request, the Lender shall be entitled to take such action 
pursuant hereto.

     SECTION XII.2     Lender May Perform.  If the Pledgor fails to perform any 
agreement contained herein after being requested in writing to so perform, the 
Lender may itself perform, or cause performance of, such agreement, and the 
reasonable expenses of the Lender incurred in connection therewith shall be 
payable by the Pledgor pursuant to Section 6.5.

     SECTION XII.3     Lender Has No Duty.  The powers conferred on the Lender 
hereunder are solely to protect its interest in the Collateral and shall not 
impose any duty on it to exercise any such powers.  Except for the reasonable 
care of any Collateral in its possession and the accounting for moneys actually 
received by it hereunder, the Lender shall have no duty as to any Collateral or 
responsibility for (a) ascertaining or taking action with respect to calls, 
conversions, exchanges, maturities, tenders or other matters relative to any 
Pledged Property, whether or not the Lender has or is deemed to have knowledge 
of such matters, or (b) taking any necessary steps to preserve rights against 
prior parties or any other rights pertaining to any Collateral.

     SECTION XII.4     Reasonable Care.  The Lender is required to exercise 
reasonable care in the custody and preservation of any of the Collateral in its 
possession; provided, however, the Lender shall be deemed to have exercised 
reasonable care in the custody and preservation of any of the Collateral, if it 
takes such action for that purpose as the Pledgor reasonably requests in writing
at times other than upon the occurrence and during the continuance of any Event 
of Default, but failure of the Lender to comply with any such request at any 
time shall not in itself be deemed a failure to exercise reasonable care.

                              ARTICLE XIII

                                REMEDIES

     SECTION XIII.1     Certain Remedies.  If any Event of Default shall have 
occurred and be continuing:     

          XIII.1.1     The Lender may exercise in respect of the Collateral, 
     in addition to other rights and remedies provided for herein or otherwise 
     available to it, all the rights and remedies of a secured party on default 
     under the U.C.C. (whether or not the U.C.C. applies to the affected 
     Collateral) and also may, without notice except as specified below, sell 
     the Collateral or any part thereof in one or more parcels at public or 
     private sale, at any of the Lender's offices or elsewhere, for cash, on 
     credit or for future delivery, and upon such other terms as the Lender may 
     deem commercially reasonable.  The Pledgor agrees that, to the extent 
     notice of sale shall be required by law, at least ten days' prior notice 
     to the Pledgor of the time and place of any public sale or the time after 
     which any private sale is to be made shall constitute reasonable 
     notification.  The Lender shall not be obligated to make any sale of 
     Collateral regardless of notice of sale having been given.  The Lender may 
     adjourn any public or private sale from time to time by announcement at 
     the time and place fixed therefor, and such sale may, without further 
     notice, be made at the time and place to which it was so adjourned.
     
          XIII.1.2     The Lender may

          (a)     transfer all or any part of the Collateral into the 
     name of the Lender or its nominee, with or without disclosing that 
     such Collateral is subject to the lien and security interest 
     hereunder;

          (b)     notify the parties obligated on any of the Collateral 
     to make payment to the Lender of any amount due or to become due 
     thereunder;

          (c)     enforce collection of any of the Collateral by suit 
     or otherwise, and surrender, release or exchange all or any part 
     thereof, or compromise or extend or renew for any period (whether or 
     not longer than the original period) any obligations of any nature 
     of any party with respect thereto;

          (d)     endorse any checks, drafts, or other writings in the 
     Pledgor's name to allow collection of the Collateral;

          (e)     take control of any proceeds of the Collateral; and
     
          (f)     execute (in the name, place and stead of the Pledgor) 
     endorsements, assignments, stock powers and other instruments of 
     conveyance or transfer with respect to all or any of the Collateral.

     SECTION XIII.2     Securities Laws.  If the Lender shall determine to 
exercise its right to sell all or any of the Collateral pursuant to Section 6.1,
the Pledgor agrees that, upon request of the Lender, the Pledgor will, at its 
own expense:

          XIII.2.1     Execute and deliver, and cause each issuer of the 
     Collateral contemplated to be sold and the directors and officers thereof 
     to execute and deliver (in each case to the extent required by law), all 
     such instruments and documents, and do or cause to be done all such other 
     acts and things, as may be necessary or, in the opinion of the Lender, 
     advisable to register such Collateral under, or otherwise permit the 
     Collateral to be privately sold or transferred in compliance with, the 
     provisions of the Securities Act of 1933, as from time to time amended 
     (the "Securities Act"), and to cause the registration statement relating 
     thereto to become effective and to remain effective for such period as 
     prospectuses are required by law to be furnished, and to make all 
     amendments and supplements thereto and to the related prospectus which, in 
     the opinion of the Lender, are necessary or advisable, all in conformity 
     with the requirements of the Securities Act and the rules and regulations 
     of the Securities and Exchange Commission applicable thereto.

          XIII.2.2     Use its best efforts to qualify the Collateral under, 
     or to permit the Collateral to be privately sold or transferred in 
     compliance with, the state securities or "Blue Sky" laws and to obtain all 
     necessary governmental approvals for the sale of the Collateral, as 
     requested by the Lender.

          XIII.2.3     Cause each such issuer to make available to its 
     security holders, as soon as practicable, an earnings statement that will 
     satisfy the provisions of Section 11(a) of the Securities Act.

          XIII.2.4     Do or cause to be done all such other acts and things 
     as may be necessary to make such sale of the Collateral or any part 
     thereof valid and binding and in compliance with applicable law.

     SECTION XIII.3     Compliance with Restrictions.  The Pledgor agrees that 
in any sale of any of the Collateral whenever an Event of Default shall have 
occurred and be continuing, the Lender is hereby authorized to comply with any 
limitation or restriction in connection with such sale as it may be advised by 
counsel is necessary in order to avoid any violation of applicable law 
(including compliance with such procedures as may restrict the number of 
prospective bidders and purchasers, require that such prospective bidders and 
purchasers have certain qualifications, and restrict such prospective bidders 
and purchasers to persons who will represent and agree that they are purchasing 
for their own account for investment and not with a view to the distribution or 
resale of such Collateral), or in order to obtain any required approval of the 
sale or of the purchaser by any governmental regulatory authority or official, 
and the Pledgor further agrees that such compliance shall not result in such 
sale being considered or deemed not to have been made in a commercially 
reasonable manner, nor shall the Lender be liable nor accountable to the Pledgor
for any discount allowed by the reason of the fact that such Collateral is sold 
in compliance with any such limitation or restriction.

     SECTION XIII.4     Application of Proceeds.  All cash proceeds received by 
the Lender in respect of any sale of, collection from, or other realization 
upon, all or any part of the Collateral may, in the discretion of the Lender, be
held by the Lender as additional collateral security for, or then or at any time
thereafter be applied (after payment of any amounts payable to the Lender 
pursuant to Sections 10.3 and 10.4 of the Credit Agreement and Section 6.5 
hereof) in whole or in part by the Lender against, all or any part of the 
Secured Obligations in such order as the Lender shall elect.  Any surplus of 
such cash or cash proceeds held by the Lender and remaining after payment in 
full of all the Secured Obligations, and the termination of all Commitments and 
any other commitments by the Lender to the Pledgor, shall be paid over to the 
Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

     SECTION XIII.5     Indemnity and Expenses.  The Pledgor hereby indemnifies 
and holds harmless the Lender from and against any and all claims, losses, and 
liabilities arising out of or resulting from this Pledge Agreement (including 
enforcement of this Pledge Agreement), except claims, losses, or liabilities 
resulting from the Lender's gross negligence or wilful misconduct.  Upon demand,
the Pledgor will pay to the Lender the amount of any and all reasonable 
expenses, including the reasonable fees and disbursements of its counsel and of 
any experts and agents, which the Lender may incur in connection with:

               (a)     the exercise or enforcement of any of the rights of 
          the Lender hereunder; or

               (b)     the failure by the Pledgor to perform or observe any 
          of the provisions hereof.     

                                ARTICLE XIV

                          MISCELLANEOUS PROVISIONS

     SECTION XIV.1     Loan Document.  This Pledge Agreement is a Loan Document 
executed pursuant to the Credit Agreement and shall (unless otherwise expressly 
indicated herein) be construed, administered and applied in accordance with the 
terms and provisions thereof.

     SECTION XIV.2     Amendments, etc.  No amendment to or waiver of 
any provision of this Pledge Agreement nor consent to any departure by the 
Pledgor herefrom shall in any event be effective unless the same shall be in 
writing and signed by the Lender, and then such waiver or consent shall be 
effective only in the specific instance and for the specific purpose for which 
it is given.

     SECTION XIV.3     Protection of Collateral.  The Lender may from time 
to time, at its option, perform any act which the Pledgor agrees hereunder to 
perform and which the Pledgor shall fail to perform after being requested in 
writing so to perform (it being understood that no such request need be given 
after the occurrence and during the continuance of an Event of Default) and the 
Lender may from time to time take any other action which the Lender reasonably 
deems necessary for the maintenance, preservation or protection of any of the 
Collateral or of its security interest therein.

     SECTION XIV.4     Addresses for Notices.  All notices and other 
communications provided to any party hereto under this Pledge Agreement shall be
in writing and shall be hand delivered or sent by a nationally recognized 
overnight courier, certified mail (return receipt requested), or telecopy to 
such party at its address or telecopy number set forth on the signature pages 
hereof or at such other address or telecopy number as may be designated by such 
party in a notice to the other party.  Without limiting any other means by which
a party may be able to provide that a notice has been received by the other 
party, a notice shall be deemed to be duly received (a) if sent by hand, on the 
date when left with a responsible person at the address of the recipient; (b) if
sent by certified mail, on the fifth business day after delivery to the U.S. 
Post Office; (c) if sent by overnight courier, on the first business day after 
delivery to such courier; or (d) if sent by telecopy, on the date of receipt by 
the sender of an acknowledgment or transmission reports generated by the machine
from which the telecopy was sent indicating that the telecopy was sent in its 
entirety to the recipient's telecopy number.

     SECTION XIV.5     Section Captions.  Section captions used in this Pledge 
Agreement are for convenience of reference only, and shall not affect the 
construction of this Pledge Agreement.

     SECTION XIV.6     Severability.  Wherever possible each provision of this 
Pledge Agreement shall be interpreted in such manner as to be effective and 
valid under applicable law, but if any provision of this Pledge Agreement shall 
be prohibited by or invalid under such law, such provision shall be ineffective 
to the extent of such prohibition or invalidity, without invalidating the 
remainder of such provision or the remaining provisions of this Pledge 
Agreement.

     SECTION XIV.7     The Lender as Agent for its Affiliates.  As described 
above, certain Affiliates of the Lender are or may become parties to certain 
Hedging Agreements with the Pledgor and/or Affiliates of the Pledgor.  This 
Pledge Agreement secures the obligations of the Pledgor and such Affiliates, as 
the case may be, under such Hedging Agreements, and the parties hereto 
acknowledge for all purposes that the Lender acts as agent on behalf of such 
Affiliates of the Lender which are so entitled to share in the rights and 
benefits accruing to the Lender under this Pledge Agreement.

     SECTION XIV.8     Governing Law, Entire Agreement, etc.  THIS 
PLEDGE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE 
INTERNAL LAWS OF THE STATE OF ILLINOIS, EXCEPT TO THE EXTENT THAT THE VALIDITY 
OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN 
RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION 
OTHER THAN THE STATE OF ILLINOIS.  THIS PLEDGE AGREEMENT AND THE OTHER LOAN 
DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH 
RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN
OR ORAL, WITH RESPECT THERETO.

     SECTION 7.9     Non-Recourse Nature of Liability.

     (a)     Notwithstanding anything to the contrary contained or implied in 
this Pledge Agreement, the Pledgor shall not be personally liable under any 
theory for any amount due under the Credit Agreement, the Notes or such other 
Loan Documents, and the Lender shall not seek a deficiency or personal judgment 
against the Pledgor for payment of the Obligations evidenced by the Credit 
Agreement, the Notes or such other Loan Documents.  No property or assets of the
Pledgor, other than the Collateral pledged pursuant to this Pledge Agreement, 
shall be sold, levied upon or otherwise used to satisfy any judgment rendered in
connection with any action brought against the Borrower or its Subsidiaries with
respect to this Pledge Agreement, the Credit Agreement, the Notes or such other 
Loan Documents.

     (b)     Notwithstanding the provisions of Section 7.9(a) to the contrary, 
nothing contained in this Pledge Agreement, the Credit Agreement or any other 
Loan Document shall be construed to (i) impair or limit the rights of the Lender
arising under this Pledge Agreement, or any other Security Document or other 
documents to which the Pledgor is a party thereto in its individual capacity; 
(ii) impair or limit any of the Obligations of the Borrower or its Subsidiaries 
under any Loan Document to which it is a party; (iii) impair or limit the 
validity of the indebtedness evidenced by this Pledge Agreement, the Credit 
Agreement, the Notes or the other Loan Documents or prevent the taking of any 
action permitted by law against the Borrower or its Subsidiaries or the assets 
of the Borrower or its Subsidiaries or the proceeds of such assets; or 
(iv) prevent the commencement of any action, suit or proceeding against any 
Person (or prevent the service of papers under any Person) for the purpose of 
obtaining jurisdiction over the Borrower or its Subsidiaries.

     IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement 
to be duly executed and delivered by their respective officers thereunto duly 
authorized as of the day and year first above written.

                                   /s/ Thomas D. Barrow
                                   THOMAS D. BARROW

                                   BANK OF AMERICA NATIONAL TRUST AND
                                   SAVINGS ASSOCIATION
     

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

                                   Address:     333 Clay Street
                                                Suite 4550
                                                Houston, TX 77002

                                   Facsimile No.:     (713) 651-4888

                                   Attention:      Richard A. Bernardy

                          ATTACHMENT 1
                               to 
                         Pledge Agreement

Pledged Shares

Pledged Share Issuer                 Convertible Preferred, Series A     
                        
                   Authorized    Outstanding    Number of Shares   % of Shares 
                     Shares         Shares          Pledged          Pledged 
                   ____________________________________________________________
Future Petroleum    200,000        100,000        33,333.3333        33.3333%
Corporation,
a Utah corporation
 
                             EXHIBIT 99.14

                             PLEDGE AGREEMENT
                                  (Stock)

     THIS PLEDGE AGREEMENT (this "Pledge Agreement"), dated as of December 15, 
1998, made by Tim J. Goff, an individual, (the "Pledgor"), in favor of 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 the Amended and Restated Credit Agreement, dated as 
of December 4, 1998 (together with all amendments and other modifications, if 
any, from time to time thereafter made thereto, the "Credit Agreement"), between
FUTURE PETROLEUM CORPORATION, a Utah corporation (the "Borrower") and the 
Lender, the Lender has extended Commitments to make Loans to, and issue Letters 
of Credit at the request of, the Borrower; and

     WHEREAS, 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 Lender or an Affiliate of the 
Lender, pursuant to the terms of the Credit Agreement;

     WHEREAS, as a condition precedent to the making of certain Loans and the 
issuance of Letters of Credit under the Credit Agreement, and the Lender's or 
such Affiliate of the Lender's obligations under the Hedging Agreements referred
to above, the Pledgor is required to execute and deliver this Pledge Agreement; 
and

     WHEREAS, the Pledgor has duly authorized the execution, delivery and 
performance of this Pledge Agreement; 

     NOW THEREFORE, for good and valuable consideration the receipt of which is 
hereby acknowledged, and in order to induce the Lender to make Loans to, and to 
issue Letters of Credit at the request of, the Borrower pursuant to the Credit 
Agreement, and to induce the Lender or such Affiliate of the Lender to enter 
into Hedging Agreements with the Borrower or an affiliate of the Borrower, the 
Pledgor agrees, for the benefit of the Lender, as follows:

                              ARTICLE XV

                              DEFINITIONS

     SECTION XV.1     Certain Terms.  The following terms (whether or not 
underscored) when used in this Pledge Agreement, including its preamble and 
recitals, shall have the following meanings (such definitions to be equally 
applicable to the singular and plural forms thereof):

     "Borrower" is defined in the first recital.

     "Collateral" is defined in Section 2.1.

     "Credit Agreement" is defined in the first recital.

     "Distributions" means all stock dividends, liquidating dividends, shares 
of stock resulting from (or in connection with the exercise of) stock splits, 
reclassifications, warrants, options, non-cash dividends, mergers, 
consolidations, and all other distributions (whether similar or dissimilar to 
the foregoing) on or with respect to any Pledged Shares or other shares of 
capital stock constituting Collateral, but shall not include Dividends.

     "Dividends" means cash dividends and cash distributions with respect to 
any Pledged Shares or other Pledged Property made in the ordinary course of 
business and not a liquidating dividend.

     "Lender" is defined in the preamble.

     "Pledge Agreement" is defined in the preamble.

     "Pledged Property" means all Pledged Shares, and all other pledged shares 
of capital stock, all other securities, all assignments of any amounts due or to
become due with respect to the Pledged Shares, all other instruments which are 
now being delivered by the Pledgor to the Lender or may from time to time 
hereafter be delivered by the Pledgor to the Lender for the purpose of pledge 
under this Pledge Agreement or any other Loan Document, and all proceeds of any 
of the foregoing.

     "Pledged Share Issuer" means each Person identified in Attachment 1 hereto 
as the issuer of the Pledged Shares identified opposite the name of such Person.

     "Pledged Shares" means all shares of capital stock of any Pledged Share 
Issuer which are delivered by the Pledgor to the Lender as Pledged Property 
hereunder.

     "Pledgor" is defined in the preamble.

     "Secured Obligations" is defined in Section 2.2.

     "Securities Act" is defined in Section 6.2.

     "U.C.C." means the Uniform Commercial Code as in effect in the State of 
Illinois.

     SECTION XV.2     Credit Agreement Definitions.  Unless otherwise defined 
herein or the context otherwise requires, terms used in this Pledge Agreement, 
including its preamble and recitals, have the meanings provided in the Credit 
Agreement.

     SECTION XV.3     U.C.C. Definitions.  Unless otherwise defined herein or 
the context otherwise requires, terms for which meanings are provided in the 
U.C.C. are used in this Pledge Agreement, including its preamble and recitals, 
with such meanings.

                               ARTICLE XVI

                                PLEDGE

     SECTION XVI.1     Grant of Security Interest.  The Pledgor hereby pledges, 
hypothecates, assigns, charges, mortgages, delivers, and transfers to the 
Lender, and hereby grants to the Lender a continuing security interest in, all 
of the following property (the "Collateral"):

          XVI.1.1     All issued and outstanding shares of capital stock of 
     each Pledged Share Issuer identified in Attachment 1 hereto.
     
          XVI.1.2     All other Pledged Shares issued from time to time.

          XVI.1.3     All other Pledged Property, whether now or hereafter 
     delivered to the Lender in connection with this Pledge Agreement.

          XVI.1.4     All Dividends, Distributions, interest, and other 
     payments and rights with respect to any Pledged Property.

          XVI.1.5     All proceeds of any of the foregoing. 

     SECTION XVI.2     Security for Obligations.  This Pledge 
Agreement secures the prompt payment and performance in full of (a) all 
Obligations now or hereafter existing under the Credit Agreement, the Notes and 
each other Loan Document, whether for principal, interest, costs, fees, 
expenses, or otherwise, including without limitation, Reimbursement Obligations,
and (b) all other obligations of the Borrower or the Pledgor to the Lender or 
any Affiliate of the Lender, now or hereafter owing, howsoever created, arising
or evidenced, whether direct or indirect, primary or secondary, fixed or 
absolute 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 the Hedging Agreements, between the Borrower or 
any other Affiliate or now or hereafter existing or due or to become due and (c)
all other obligations of the Borrower or any Affiliate of the Borrower and the 
Lender or any Affiliate of the Lender, howsoever created, arising or evidenced, 
whether direct or indirect, absolute or contingent or now or hereafter existing 
or due or to become due (all such Obligations and other obligations being the 
"Secured Obligations").

     SECTION XVI.3     Delivery of Pledged Property.  All certificates or 
instruments representing or evidencing any Collateral, including all Pledged 
Shares, shall be delivered to and held by or on behalf of the Lender pursuant 
hereto, shall be in suitable form for transfer by delivery, and shall be 
accompanied by all necessary instruments of transfer or assignment, duly 
executed in blank.

     SECTION XVI.4     Dividends on Pledged Shares.  In the event that any 
Dividend is to be paid on any Pledged Share at a time when no Default has 
occurred and is continuing, such Dividend may be paid directly to the Pledgor. 
If any such Default has occurred and is continuing then any such Dividend shall 
be paid directly to the Lender.

     SECTION XVI.5     Continuing Security Interest.  This Pledge Agreement 
shall create a continuing security interest in the Collateral and shall 

          XVI.5.1     Remain in full force and effect until payment in full of 
     all Secured Obligations and the termination of the Commitments and any 
     other commitments of the Lender to the Pledgor,

          XVI.5.2     Be binding upon the Pledgor and its successors, 
     transferees and assigns, and

          XVI.5.3     Inure to the benefit of the Lender and its successors, 
     transferees, and assigns.

Without limiting the foregoing clause 2.5.3, the Lender may assign or otherwise 
transfer (in whole or in part) any Note or Loan to any other Person or entity, 
and such other Person or entity shall thereupon become vested with all the 
rights and benefits in respect thereof granted to the Lender under any Loan 
Document (including this Pledge Agreement) or otherwise, subject, however, to 
any contrary provisions in such assignment or transfer, and to the provisions of
Section 10.11 of the Credit Agreement.  Upon the indefeasible payment in full of
all principal and interest comprising the Secured Obligations and the 
termination of the Commitments and any other commitments of the Lender to the 
Pledgor, the security interest granted herein shall terminate and all rights to 
the Collateral shall revert to the Pledgor.  Upon any such termination, the 
Lender will, at the Pledgor's sole expense, deliver to the Pledgor, without any 
representations, warranties or recourse of any kind whatsoever, all certificates
and instruments representing or evidencing all Pledged Shares, together with all
other Collateral held by the Lender hereunder, and execute and deliver to the 
Pledgor such documents as the Pledgor shall reasonably request to evidence such 
termination.

                              ARTICLE XVII

                      REPRESENTATIONS AND WARRANTIES

     SECTION XVII.1     Warranties, etc.  The Pledgor represents and warrants 
unto the Lender, as at the date of each pledge and delivery hereunder (including
each pledge and delivery of Pledged Shares) by the Pledgor to the Lender of any 
Collateral, as set forth in this Article.

          XVII.1.1     Ownership, No Liens, etc.  The Pledgor is the legal and 
     beneficial owner of, and has good and marketable title to (and has full 
     right and authority to pledge and assign) such Collateral, free and clear 
     of all liens, security interests, options, or other charges or 
     encumbrances, except any lien or security interest granted pursuant hereto 
     in favor of the Lender.

          XVII.1.2     Valid Security Interest.  The delivery of such 
     Collateral to the Lender together with stock powers endorsed in blank is 
     effective to create a valid, perfected, first priority security interest 
     in such Collateral and all proceeds thereof, securing the Secured 
     Obligations.  No filing or other action will be necessary to perfect or 
     protect such security interest.

          XVII.1.3     As to Pledged Shares.  In the case of any Pledged 
     Shares constituting such Collateral, all of such Pledged Shares are duly 
     authorized and validly issued, fully paid, and non-assessable, and 
     constitute  the percentage of the issued and outstanding shares of the 
     respective class of the capital stock of each Pledged Share Issuer as set 
     forth on Attachment 1 hereto.

          XVII.1.4     Authorization, Approval, etc.  No authorization, 
     approval, or other action by, and no notice to or filing with, any 
     governmental authority, regulatory body or any other Person is required 
     either 

               (a)     for the pledge by the Pledgor of any Collateral 
          pursuant to this Pledge Agreement or for the execution, delivery, 
          and performance of this Pledge Agreement by the Pledgor, or
     
               (b)     for the exercise by the Lender of the voting or other 
          rights provided for in this Pledge Agreement, or, except with 
          respect to any Pledged Shares, as may be required in connection with 
          a disposition of such Pledged Shares by laws affecting the offering 
          and sale of securities generally, the remedies in respect of the 
          Collateral pursuant to this Pledge Agreement.
     
          XVII.1.5     Compliance with Laws.  The Pledgor is in compliance 
     with the requirements of all applicable laws (including, without 
     limitation, the provisions of the Fair Labor Standards Act), rules, 
     regulations and orders of every governmental authority, the non-compliance 
     with which could materially adversely affect the business, properties, 
     assets, operations, condition (financial or otherwise) or prospects of the 
     Pledgor or the value of the Collateral or the worth of the Collateral as 
     collateral security.

                              ARTICLE XVIII

                                COVENANTS

     SECTION XVIII.1     Protect Collateral; Further Assurances, etc.  The 
Pledgor will not sell, assign, transfer, pledge, or encumber in any other manner
the Collateral (except in favor of the Lender hereunder).  The Pledgor will 
warrant and defend the right and title herein granted unto the Lender in and to 
the Collateral (and all right, title, and interest represented by the 
Collateral) against the claims and demands of all Persons whomsoever.  The 
Pledgor agrees that at any time, and from time to time, at the expense of the 
Pledgor, the Pledgor will promptly execute and deliver all further instruments, 
and take all further action, that may be necessary or desirable, or that the 
Lender may reasonably request, in order to perfect and protect any security 
interest granted or purported to be granted hereby or to enable the Lender to 
exercise and enforce its rights and remedies hereunder with respect to any 
Collateral.

     SECTION XVIII.2     Stock Powers, etc.  The Pledgor agrees that all 
Pledged Shares (and all other shares of capital stock constituting Collateral) 
delivered by the Pledgor pursuant to this Pledge Agreement will be accompanied 
by duly executed undated blank stock powers, or other equivalent instruments of 
transfer acceptable to the Lender.  The Pledgor will, from time to time upon the
request of the Lender, promptly deliver to the Lender such stock powers, 
instruments, and similar documents, satisfactory in form and substance to the 
Lender, with respect to the Collateral as the Lender may reasonably request and 
will, from time to time upon the request of the Lender after the occurrence of 
any Event of Default, promptly transfer any Pledged Shares or other shares of 
common stock constituting Collateral into the name of any nominee designated by 
the Lender.

     SECTION XVIII.3     Continuous Pledge.  Subject to Section 2.4, the 
Pledgor will, at all times, keep pledged to the Lender pursuant hereto all 
Pledged Shares and all other shares of capital stock constituting Collateral, 
all Dividends and Distributions with respect thereto, and all other Collateral 
and other securities, instruments, proceeds, and rights from time to time 
received by or distributable to the Pledgor in respect of any Collateral.

     SECTION XVIII.4     Voting Rights; Dividends, etc.  The Pledgor agrees:

          XVIII.4.1     After any Default shall have occurred and be 
     continuing, promptly upon receipt thereof by the Pledgor and without any 
     request therefor by the Lender, to deliver (properly endorsed where 
     required hereby or requested by the Lender) to the Lender all Dividends, 
     Distributions, all interest, all principal, all other cash payments, and 
     all proceeds of the Collateral, all of which shall be held by the Lender 
     as additional Collateral for use in accordance with Section 6.4; and
     
          XVIII.4.2     After any Event of Default shall have occurred and be 
     continuing and the Lender has notified the Pledgor of the Lender's 
     intention to exercise its voting power under this Section 4.4.2
     
               (ai     the Lender may exercise (to the exclusion of the 
          Pledgor) the voting power and all other incidental rights of 
          ownership with respect to any Pledged Shares or other shares of 
          capital stock constituting Collateral and the Pledgor hereby grants 
          the Lender an irrevocable proxy, exercisable under such 
          circumstances, to vote the Pledged Shares and such other Collateral, 
          and

               (bi     promptly to deliver to the Lender such additional 
          proxies and other documents as may be necessary to allow the Lender 
          to exercise such voting power.
     
All Dividends, Distributions, interest, principal, cash payments, and proceeds 
which may at any time and from time to time be held by the Pledgor but which the
Pledgor is then obligated to deliver to the Lender, shall, until delivery to the
Lender, be held by the Pledgor separate and apart from its other property in 
trust for the Lender.  The Lender agrees that unless an Event of Default shall 
have occurred and be continuing and the Lender shall have given the notice 
referred to in Section 4.4.2, the Pledgor shall have the exclusive voting power 
with respect to any shares of capital stock (including any of the Pledged 
Shares) constituting Collateral and the Lender shall, upon the written request 
of the Pledgor, promptly deliver such proxies and other documents, if any, as 
shall be reasonably requested by the Pledgor which are necessary to allow the 
Pledgor to exercise voting power with respect to any such share of capital stock
(including any of the Pledged Shares) constituting Collateral; provided, 
however, that no vote shall be cast, or consent, waiver, or ratification given, 
or action taken by the Pledgor that would cause an Event of Default, impair any 
Collateral or be inconsistent with or violate any provision of the Credit 
Agreement or any other Loan Document (including this Pledge Agreement).

     SECTION XVIII.5     Additional Undertakings.  The Pledgor will not, 
without the prior written consent of the Lender, (a) sell, assign, transfer, 
pledge, or encumber in any other manner Pledgor's interest in the Pledged Share 
Issuer, or (b) permit any of the assets of the Pledged Share Issuer to be sold, 
assigned, transferred, pledged, or encumbered in any other manner.

                             ARTICLE XIX

                             THE LENDER

     SECTION XIX.1     Lender Appointed Attorney-in-Fact.  The Pledgor hereby 
irrevocably appoints the Lender the Pledgor's attorney-in-fact, with full 
authority in the place and stead of the Pledgor and in the name of the Pledgor 
or otherwise, from time to time in the Lender's discretion, to take any action 
and to execute any instrument which the Lender may deem necessary or advisable 
to accomplish the purposes of this Pledge Agreement, including without 
limitation:

          XIX.1.1     After the occurrence and continuance of a Default, to 
     ask, demand, collect, sue for, recover, compromise, receive and give 
     acquittance and receipts for moneys due and to become due under or in 
     respect of any of the Collateral.

          XIX.1.2     To receive, endorse, and collect any drafts or other 
     instruments, documents and chattel paper, in connection with Section 5.1.1 
     above.

          XIX.1.3     To file any claims or take any action or institute any 
     proceedings which the Lender may deem necessary or desirable for the 
     collection of any of the Collateral or otherwise to enforce the rights of 
     the Lender with respect to any of the Collateral.

The Pledgor hereby acknowledges, consents and agrees that the power of attorney 
granted pursuant to this Section is irrevocable and coupled with an interest. 
Notwithstanding the foregoing, prior to the occurrence of an Event of Default, 
the Lender agrees that it shall first request that the Pledgor perform such 
action and, if the Pledgor shall not have performed such action within five (5) 
days following such request, the Lender shall be entitled to take such action 
pursuant hereto.

     SECTION XIX.2     Lender May Perform.  If the Pledgor fails to perform any 
agreement contained herein after being requested in writing to so perform, the 
Lender may itself perform, or cause performance of, such agreement, and the 
reasonable expenses of the Lender incurred in connection therewith shall be 
payable by the Pledgor pursuant to Section 6.5.

     SECTION XIX.3     Lender Has No Duty.  The powers conferred on the Lender 
hereunder are solely to protect its interest in the Collateral and shall not 
impose any duty on it to exercise any such powers.  Except for the reasonable 
care of any Collateral in its possession and the accounting for moneys actually 
received by it hereunder, the Lender shall have no duty as to any Collateral or 
responsibility for (a) ascertaining or taking action with respect to calls, 
conversions, exchanges, maturities, tenders or other matters relative to any 
Pledged Property, whether or not the Lender has or is deemed to have knowledge 
of such matters, or (b) taking any necessary steps to preserve rights against 
prior parties or any other rights pertaining to any Collateral.

     SECTION XIX.4     Reasonable Care.  The Lender is required to exercise 
reasonable care in the custody and preservation of any of the Collateral in its 
possession; provided, however, the Lender shall be deemed to have exercised 
reasonable care in the custody and preservation of any of the Collateral, if it 
takes such action for that purpose as the Pledgor reasonably requests in writing
at times other than upon the occurrence and during the continuance of any Event 
of Default, but failure of the Lender to comply with any such request at any 
time shall not in itself be deemed a failure to exercise reasonable care.

                                ARTICLE XX

                                REMEDIES

     SECTION XX.1     Certain Remedies.  If any Event of Default shall have 
occurred and be continuing:     

          XX.1.1     The Lender may exercise in respect of the Collateral, in 
     addition to other rights and remedies provided for herein or otherwise 
     available to it, all the rights and remedies of a secured party on default 
     under the U.C.C. (whether or not the U.C.C. applies to the affected 
     Collateral) and also may, without notice except as specified below, sell 
     the Collateral or any part thereof in one or more parcels at public or 
     private sale, at any of the Lender's offices or elsewhere, for cash, on 
     credit or for future delivery, and upon such other terms as the Lender may 
     deem commercially reasonable.  The Pledgor agrees that, to the extent 
     notice of sale shall be required by law, at least ten days' prior notice 
     to the Pledgor of the time and place of any public sale or the time after 
     which any private sale is to be made shall constitute reasonable 
     notification.  The Lender shall not be obligated to make any sale of 
     Collateral regardless of notice of sale having been given.  The Lender may 
     adjourn any public or private sale from time to time by announcement at 
     the time and place fixed therefor, and such sale may, without further 
     notice, be made at the time and place to which it was so adjourned.

          XX.1.2     The Lender may

               (ai     transfer all or any part of the Collateral into the 
          name of the Lender or its nominee, with or without disclosing that 
          such Collateral is subject to the lien and security interest 
          hereunder;

               (bi     notify the parties obligated on any of the Collateral 
          to make payment to the Lender of any amount due or to become due 
          thereunder;

               (ci     enforce collection of any of the Collateral by suit 
          or otherwise, and surrender, release or exchange all or any part 
          thereof, or compromise or extend or renew for any period (whether or 
          not longer than the original period) any obligations of any nature 
          of any party with respect thereto;

               (di     endorse any checks, drafts, or other writings in the 
          Pledgor's name to allow collection of the Collateral;
          
               (ei     take control of any proceeds of the Collateral; and

               (fi     execute (in the name, place and stead of the Pledgor) 
          endorsements, assignments, stock powers and other instruments of 
          conveyance or transfer with respect to all or any of the Collateral.
     
     SECTION XX.2     Securities Laws.  If the Lender shall determine to 
exercise its right to sell all or any of the Collateral pursuant to Section 6.1,
the Pledgor agrees that, upon request of the Lender, the Pledgor will, at its 
own expense:

          XX.2.1     Execute and deliver, and cause each issuer of the 
     Collateral contemplated to be sold and the directors and officers thereof 
     to execute and deliver (in each case to the extent required by law), all 
     such instruments and documents, and do or cause to be done all such other 
     acts and things, as may be necessary or, in the opinion of the Lender, 
     advisable to register such Collateral under, or otherwise permit the 
     Collateral to be privately sold or transferred in compliance with, the 
     provisions of the Securities Act of 1933, as from time to time amended 
     (the "Securities Act"), and to cause the registration statement relating 
     thereto to become effective and to remain effective for such period as 
     prospectuses are required by law to be furnished, and to make all 
     amendments and supplements thereto and to the related prospectus which, in 
     the opinion of the Lender, are necessary or advisable, all in conformity 
     with the requirements of the Securities Act and the rules and regulations 
     of the Securities and Exchange Commission applicable thereto.
     
          XX.2.2     Use its best efforts to qualify the Collateral under, or 
     to permit the Collateral to be privately sold or transferred in compliance 
     with, the state securities or "Blue Sky" laws and to obtain all necessary 
     governmental approvals for the sale of the Collateral, as requested by the 
     Lender.

          XX.2.3     Cause each such issuer to make available to its security 
     holders, as soon as practicable, an earnings statement that will satisfy 
     the provisions of Section 11(a) of the Securities Act.
     
          XX.2.4     Do or cause to be done all such other acts and things as 
     may be necessary to make such sale of the Collateral or any part thereof 
     valid and binding and in compliance with applicable law.

     SECTION XX.3     Compliance with Restrictions.  The Pledgor agrees that in 
any sale of any of the Collateral whenever an Event of Default shall have 
occurred and be continuing, the Lender is hereby authorized to comply with any 
limitation or restriction in connection with such sale as it may be advised by 
counsel is necessary in order to avoid any violation of applicable law 
(including compliance with such procedures as may restrict the number of 
prospective bidders and purchasers, require that such prospective bidders and 
purchasers have certain qualifications, and restrict such prospective bidders 
and purchasers to persons who will represent and agree that they are purchasing 
for their own account for investment and not with a view to the distribution or 
resale of such Collateral), or in order to obtain any required approval of the 
sale or of the purchaser by any governmental regulatory authority or official, 
and the Pledgor further agrees that such compliance shall not result in such 
sale being considered or deemed not to have been made in a commercially 
reasonable manner, nor shall the Lender be liable nor accountable to the Pledgor
for any discount allowed by the reason of the fact that such Collateral is sold 
in compliance with any such limitation or restriction.

     SECTION XX.4     Application of Proceeds.  All cash proceeds received by 
the Lender in respect of any sale of, collection from, or other realization 
upon, all or any part of the Collateral may, in the discretion of the Lender, be
held by the Lender as additional collateral security for, or then or at any time
thereafter be applied (after payment of any amounts payable to the Lender 
pursuant to Sections 10.3 and 10.4 of the Credit Agreement and Section 6.5 
hereof) in whole or in part by the Lender against, all or any part of the 
Secured Obligations in such order as the Lender shall elect.  Any surplus of 
such cash or cash proceeds held by the Lender and remaining after payment in 
full of all the Secured Obligations, and the termination of all Commitments and 
any other commitments by the Lender to the Pledgor, shall be paid over to the 
Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

     SECTION XX.5     Indemnity and Expenses.  The Pledgor hereby indemnifies 
and holds harmless the Lender from and against any and all claims, losses, and 
liabilities arising out of or resulting from this Pledge Agreement (including 
enforcement of this Pledge Agreement), except claims, losses, or liabilities 
resulting from the Lender's gross negligence or wilful misconduct.  Upon demand,
the Pledgor will pay to the Lender the amount of any and all reasonable 
expenses, including the reasonable fees and disbursements of its counsel and of 
any experts and agents, which the Lender may incur in connection with:

               (ai     the exercise or enforcement of any of the rights of 
          the Lender hereunder; or
     
               (bi     the failure by the Pledgor to perform or observe any 
          of the provisions hereof.     

                               ARTICLE XXI
 
                        MISCELLANEOUS PROVISIONS

     SECTION XXI.1     Loan Document.  This Pledge Agreement is a Loan Document 
executed pursuant to the Credit Agreement and shall (unless otherwise expressly 
indicated herein) be construed, administered and applied in accordance with the 
terms and provisions thereof.

     SECTION XXI.2     Amendments, etc.  No amendment to or waiver of 
any provision of this Pledge Agreement nor consent to any departure by the 
Pledgor herefrom shall in any event be effective unless the same shall be in 
writing and signed by the Lender, and then such waiver or consent shall be 
effective only in the specific instance and for the specific purpose for which 
it is given.

     SECTION XXI.3     Protection of Collateral.  The Lender may from time 
to time, at its option, perform any act which the Pledgor agrees hereunder to 
perform and which the Pledgor shall fail to perform after being requested in 
writing so to perform (it being understood that no such request need be given 
after the occurrence and during the continuance of an Event of Default) and the 
Lender may from time to time take any other action which the Lender reasonably 
deems necessary for the maintenance, preservation or protection of any of the 
Collateral or of its security interest therein.

     SECTION XXI.4     Addresses for Notices.  All notices and other 
communications provided to any party hereto under this Pledge Agreement shall be
in writing and shall be hand delivered or sent by a nationally recognized 
overnight courier, certified mail (return receipt requested), or telecopy to 
such party at its address or telecopy number set forth on the signature pages 
hereof or at such other address or telecopy number as may be designated by such 
party in a notice to the other party.  Without limiting any other means by which
a party may be able to provide that a notice has been received by the other 
party, a notice shall be deemed to be duly received (a) if sent by hand, on the 
date when left with a responsible person at the address of the recipient; (b) if
sent by certified mail, on the fifth business day after delivery to the U.S. 
Post Office; (c) if sent by overnight courier, on the first business day after 
delivery to such courier; or (d) if sent by telecopy, on the date of receipt by 
the sender of an acknowledgment or transmission reports generated by the machine
from which the telecopy was sent indicating that the telecopy was sent in its 
entirety to the recipient's telecopy number.

     SECTION XXI.5     Section Captions.  Section captions used in this Pledge 
Agreement are for convenience of reference only, and shall not affect the 
construction of this Pledge Agreement.

     SECTION XXI.6     Severability.  Wherever possible each provision of this 
Pledge Agreement shall be interpreted in such manner as to be effective and 
valid under applicable law, but if any provision of this Pledge Agreement shall 
be prohibited by or invalid under such law, such provision shall be ineffective 
to the extent of such prohibition or invalidity, without invalidating the 
remainder of such provision or the remaining provisions of this Pledge 
Agreement.

     SECTION XXI.7     The Lender as Agent for its Affiliates.  As described 
above, certain Affiliates of the Lender are or may become parties to certain 
Hedging Agreements with the Pledgor and/or Affiliates of the Pledgor.  This 
Pledge Agreement secures the obligations of the Pledgor and such Affiliates, as 
the case may be, under such Hedging Agreements, and the parties hereto 
acknowledge for all purposes that the Lender acts as agent on behalf of such 
Affiliates of the Lender which are so entitled to share in the rights and 
benefits accruing to the Lender under this Pledge Agreement.

     SECTION XXI.8     Governing Law, Entire Agreement, etc.  THIS 
PLEDGE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE 
INTERNAL LAWS OF THE STATE OF ILLINOIS, EXCEPT TO THE EXTENT THAT THE VALIDITY 
OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN 
RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION 
OTHER THAN THE STATE OF ILLINOIS.  THIS PLEDGE AGREEMENT AND THE OTHER LOAN 
DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH 
RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN
OR ORAL, WITH RESPECT THERETO.

     SECTION 7.9     Non-Recourse Nature of Liability.

     (a)     Notwithstanding anything to the contrary contained or implied in 
this Pledge Agreement, the Pledgor shall not be personally liable under any 
theory for any amount due under the Credit Agreement, the Notes or such other 
Loan Documents, and the Lender shall not seek a deficiency or personal judgment 
against the Pledgor for payment of the Obligations evidenced by the Credit 
Agreement, the Notes or such other Loan Documents.  No property or assets of the
Pledgor, other than the Collateral pledged pursuant to this Pledge Agreement, 
shall be sold, levied upon or otherwise used to satisfy any judgment rendered in
connection with any action brought against the Borrower or its Subsidiaries with
respect to this Pledge Agreement, the Credit Agreement, the Notes or such other 
Loan Documents.

     (b)     Notwithstanding the provisions of Section 7.9(a) to the contrary, 
nothing contained in this Pledge Agreement, the Credit Agreement or any other 
Loan Document shall be construed to (i) impair or limit the rights of the Lender
arising under this Pledge Agreement, or any other Security Document or other 
documents to which the Pledgor is a party thereto in its individual capacity; 
(ii) impair or limit any of the Obligations of the Borrower or its Subsidiaries 
under any Loan Document to which it is a party; (iii) impair or limit the 
validity of the indebtedness evidenced by this Pledge Agreement, the Credit 
Agreement, the Notes or the other Loan Documents or prevent the taking of any 
action permitted by law against the Borrower or its Subsidiaries or the assets 
of the Borrower or its Subsidiaries or the proceeds of such assets; or 
(iv) prevent the commencement of any action, suit or proceeding against any 
Person (or prevent the service of papers under any Person) for the purpose of 
obtaining jurisdiction over the Borrower or its Subsidiaries.

     IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement 
to be duly executed and delivered by their respective officers thereunto duly 
authorized as of the day and year first above written.

                                   /s/ Tim J. Goff
                                   TIM J. GOFF

                                   BANK OF AMERICA NATIONAL TRUST AND
                                   SAVINGS ASSOCIATION

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

                                   Address:     333 Clay Street
                                                Suite 4550
                                                Houston, TX 77002

                                   Facsimile No.:     (713) 651-4888
          
                                   Attention:      Richard A. Bernardy

                          ATTACHMENT 1
                               to 
                         Pledge Agreement

Pledged Shares

Pledged Share Issuer                 Convertible Preferred, Series A     
                        
                 Authorized    Outstanding    Number of Shares   % of Shares 
                  Shares         Shares          Pledged           Pledged 
                 _____________________________________________________________
Future Petroleum   200,000       100,000         32,333.3333       32.3333%
Corporation,
a Utah corporation

                                EXHIBIT 99.15

                    Amendment to Pledge Agreement

     This AMENDMENT TO PLEDGE AGREEMENT (this "Amendment") dated as of the 15th 
day of December, 1998, by and between BARGO ENERGY RESOURCES, LTD., a Texas 
limited partnership (the "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 the Amended and Restated Credit Agreement, dated as 
of December 4, 1998 (together with all amendments and other modifications, if 
any, from time to time thereafter made thereto, the "Credit Agreement"), between
FUTURE PETROLEUM CORPORATION, a Utah corporation (the "Borrower") and the 
Lender, the Lender has extended Commitments to make Loans to, and issue Letters 
of Credit at the request of, the Borrower; and

     WHEREAS, as a condition precedent to the making of Loans under the Prior 
Agreement, Pledgor executed and delivered a Pledge Agreement dated as of August 
14, 1998 (such agreement, as amended or modified from time to time, the "Pledge 
Agreement") whereunder Pledgor granted to Lender a continuing security interest 
in the Collateral.  Unless otherwise defined herein or the context otherwise 
requires, capitalized terms used in this Amendment, including its preamble and 
recitals, have the respective meanings provided in the Pledge Agreement; and

     WHEREAS, as a condition precedent to the making of Loans and issuance of 
Letters of Credit under the Credit Agreement, and to a Lender's or an Affiliate 
of a Lender's obligations under the Hedging Agreements, Pledgor is required to 
execute and deliver this Amendment; and

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

     1.     Grant of Security Interest.  The Pledgor hereby pledges, 
hypothecates, assigns, charges, mortgages, delivers, and transfers to the 
Lender, and hereby grants to the Lender a continuing security interest in, all 
issued and outstanding shares of the respective class of the capital stock of 
each Pledged Share Issuer as set forth in Attachment 1a hereto. 

     2.     Reference to Credit Agreement.  All references in the Pledge 
Agreement to the "Credit Agreement" shall be deemed to refer to the Amended and 
Restated Credit Agreement.

     3.     Amendment, Pledge Agreement.  The 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.

     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 Amendment and all other Loan 
          Documents delivered to the Lender in connection herewith, and this 
          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 except such representations and 
          warranties which related solely to such earlier date 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 Existing 
          Agreement, the Amended and Restated 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 Existing 
          Agreement, the Amended and Restated Credit Agreement or any other 
          Loan Document.

     5.     Counterparts.  This 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.

     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 Amendment are intended for convenience only and shall not in any way affect
the meaning or construction of any provision of this Amendment.

     8.     Lender Consents.  Lender hereby acknowledges and consents to the 
transfer of the shares of the respective class of capital stock of each Pledged 
Share Issuer set forth in Attachment 1a hereto to the partners of Pledgor, 
provided, that the transferees of such shares of capital stock pledge, 
hypothecate, assign, charge, mortgage, deliver, and transfer to Lender, and 
grant Lender a continuing security interest in, in a manner acceptable to Lender
in its sole discretion, all such shares so transferred.  Upon such transfer and 
creation of such security interest, Lender hereby agrees to release its  
interest in the shares of the respective class of capital stock of each Pledged 
Share Issuer set forth in Attachment 1a hereto. 

     9.     Changes and Modifications In Writing.  No provision of this 
Amendment may be changed or modified except by an instrument in writing signed 
by all of the parties hereto.

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

                         BARGO ENERGY RESOURCES, LTD., a Texas limited 
                         partnership

                         By:   Bargo Operating Company, Inc., a Texas 
                              corporation, General Partner

                         By:   /s/ Timothy J. Goff                   
                             Name:          Timothy J. Goff
                         Title:     Manager

                         Address:    700 Louisiana Street
                                     Suite 3700
                                     Houston, Texas 77002

                         Telecopy:     (713) 236-9799

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

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

                         ATTACHMENT 1a

                              to 

                    Amendment to Pledge Agreement

Pledged Shares

Pledged Share Issuer                Convertible Preferred, Series A   
                       
                  Authorized     Outstanding    Number of Shares   % of Shares
                   Shares            Shares           Pledged        Pledged 
                  _____________________________________________________________
Future Petroleum   200,000         100,000          100,000            100%
Corporation,
a Utah corporation