Exhibit 10.2


                           EDGE PETROLEUM CORPORATION
                               1997 INCENTIVE PLAN

                                    STANDARD
                      NON-QUALIFIED STOCK OPTION AGREEMENT

                  THIS  AGREEMENT  ("Agreement")  is made as of the  21st day of
May,  1999 (the "Grant  Date"),  by and between Edge  Petroleum  Corporation,  a
Delaware corporation (the "Company"), and _____________________ (the "Grantee").

                  The Company has adopted the Edge  Petroleum  Corporation  1997
Incentive  Plan (the "Plan"),  a copy of which is appended to this  Agreement as
Exhibit A and by this reference made a part hereof,  for the benefit of eligible
employees,  directors  and  independent  contractors  of  the  Company  and  its
Subsidiaries. Capitalized terms used and not otherwise defined herein shall have
the meaning ascribed thereto in the Plan.

                  Pursuant to the Plan, the Committee,  which has generally been
assigned responsibility for administering the Plan, has determined that it would
be in the  interest  of the Company  and its  stockholders  to grant the options
provided  herein in order to provide Grantee with  additional  remuneration  for
services  rendered,  to encourage Grantee to remain in the employ of the Company
or its Subsidiaries and to increase Grantee's personal interest in the continued
success and progress of the Company.

                  The Committee has further  determined  that it would be in the
best interests of the Company and the Grantee to recall, surrender and terminate
those certain options heretofore  granted to Grantee covering  __________ shares
of  Company   common  stock   ("Common   Stock")  as  described  in  a  Standard
Non-Qualified  Stock  Option  Agreement  between the  Company and Grantee  dated
____________________  199___ and __________  shares of Common Stock as described
in a standard  Non-Qualified  Stock  Option  Agreement  between  the Company and
Grantee  dated  ____________________   199___  (collectively  the  "Prior  Stock
Options").

                  The Company and Grantee therefore agree as follows:

                  1. Surrender and Termination of Prior Options.  Subject to the
conditions herein, Grantee hereby surrenders, relinquishes and re-assigns to the
Company the Prior Stock Options,  and the Company and Grantee declare such Prior
Stock Options to be terminated.

                  2.  Grant of  Option.  Subject  to the  terms  and  conditions
herein,  the  Company  grants to the  Grantee an option to  purchase  __________
shares of Common  Stock of the  Company  ("Common  Stock")  at a price  equal to
$7.0625 per share (the "Option Price")  exercisable during the period commencing
on May 21, 1999 and expiring at 5 p.m. Houston, Texas time ("Close of Business")
on May 21, 2009 (the "Option Term"),  subject to earlier termination pursuant to
paragraph 7 below, (the "Option Shares"). The Option Price and Option Shares are
subject  to  adjustment  pursuant  to  paragraph  10  below.  This  Option  is a
"Nonqualified Stock Option" and is hereinafter  referred to as the "Option." The
Option shall be deemed to be issued in replacement of the Prior Stock Options.

                  3. Conditions of Exercise.  The Option is exercisable  only in
accordance with the conditions stated in this paragraph.

                  (a) Except as otherwise provided in this subparagraph (a), the
         Option may only be  exercised  to the extent  the  Option  Shares  have
         become   available  for  purchase  in  accordance  with  the  following
         schedule:

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                              Percentage of Option
                         Date                      Shares Available for Purchase
                         ----                      -----------------------------

                      May 21, 1999                              50%
                      May 21, 2000                              50%

                    [Options vest 50% on grant date and 50% on first anniversary
                    of grant date.]

         Notwithstanding  the  foregoing,  subject  to  the  provisions  of  any
         applicable  written  employment  agreement  between the Grantee and the
         Company or any  Subsidiary,  no  additional  Option Shares shall become
         available  for purchase if Grantee has not  remained in the  continuous
         employment of the Company and its  Subsidiaries  through the applicable
         date;  provided,  however,  that any Option Shares that would otherwise
         become available for purchase pursuant to the foregoing schedule during
         the  12-month  period  ending on the first  anniversary  of the date of
         Grantee's termination of employment shall become available for purchase
         on the specified  date during such period if the  Grantee's  employment
         was  terminated  for any reason  other  than (i) by the  Company or any
         Subsidiary   for  Cause  (as  defined  in  Section  7  below)  or  (ii)
         voluntarily by the Grantee without Good Reason (as defined in Section 7
         below).  A change of  employment is  continuous  employment  within the
         meaning of this paragraph 3 provided that,  after giving effect to such
         change,  the Grantee  continues to be an employee of the Company or any
         Subsidiary.

                  (b) To the extent the Option becomes exercisable,  such Option
         may be exercised in whole or in part (at any time or from time to time,
         except as otherwise  provided  herein)  until  expiration of the Option
         Term or earlier termination thereof.

         4. Manner of Exercise.  The Option shall be considered exercised (as to
the number of Option Shares  specified in the notice referred to in subparagraph
(a) below) on the latest of (i) the date of exercise  designated  in the written
notice referred to in subparagraph (a) below,  (ii) if the date so designated is
not a business  day,  the first  business day  following  such date or (iii) the
earliest business day by which the Company has received all of the following:

                  (a) Written notice, in such form as the Committee may require,
         designating, among other things, the date of exercise and the number of
         Option Shares to be purchased;

                  (b) If the  Option is to be  exercised,  payment of the Option
         Price for each Option Share to be purchased in cash, Common Stock or in
         such other form (or  combination of forms) of payment  contemplated  by
         Section 11 of the Plan as the Committee or the provisions of Section 11
         of the Plan may permit;  provided,  however,  that any shares of Common
         Stock  delivered  in payment  of the Option  Price that are or were the
         subject of an Employee  Award must be shares that the Grantee has owned
         for a period of at least six months prior to the date of exercise; and

                  (c) Any other  documentation that the Committee may reasonably
require.

         5. Mandatory  Withholding for Taxes.  Grantee  acknowledges  and agrees
that the  Company  shall  deduct  from the cash  and/or  shares of Common  Stock
otherwise  payable or deliverable  upon exercise of the Option an amount of cash
and/or  number of shares of Common  Stock  (valued at their Fair Market Value on
the date of  exercise)  that is equal to the  amount of all  federal,  state and
local  taxes  required to be withheld  by the  Company  upon such  exercise,  as
determined by the Committee.

         6. Delivery by the Company. As soon as practicable after receipt of all
items referred to in paragraph 4, and subject to the withholding  referred to in
paragraph 5, the Company  shall  deliver to the Grantee  certificates  issued in
Grantee's  name for the number of Option  Shares  purchased  by  exercise of the
Option.  If  delivery is by mail,  delivery  of shares of Common  Stock shall be
deemed  effected for all  purposes  when a stock  transfer  agent of the Company
shall have deposited the  certificates  in the United States mail,  addressed to
the Grantee, and any cash payment shall be deemed effected when a Company check,
payable to Grantee and in an

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amount equal to the amount of the cash payment, shall have been deposited in the
United States mail, addressed to the Grantee.

         7.  Termination  of  Employment.  Unless  otherwise  determined  by the
Committee  in its sole  discretion,  the Option  shall  terminate,  prior to the
expiration of the Option Term, at the time specified below:

                  (a) If Grantee terminates  employment with the Company and its
         Subsidiaries  voluntarily  without Good Reason (as defined below), then
         the  Option  shall  terminate  at the  Close of  Business  on the first
         business day following the  expiration of the 90-day period which began
         on the date of termination of Grantee's employment; or

                  (b)  If  Grantee's   employment   with  the  Company  and  its
         Subsidiaries is terminated by the Company or a Subsidiary for Cause (as
         defined below),  then the Option shall terminate  immediately upon such
         termination of Grantee's employment.

                  In any event in which the  Option  remains  exercisable  for a
period of time following the date of termination  of Grantee's  employment,  the
Option may be  exercised  during such period of time only to the extent it is or
becomes  exercisable as provided in paragraph 3.  Notwithstanding  any period of
time  referenced in this  paragraph 7 or any other  provision of this  paragraph
that may be construed to the contrary,  the Option shall in any event  terminate
upon the expiration of the Option Term.

                  "Cause"  for  purposes  of the  Agreement  shall mean cause as
defined in any written employment  agreement between the Grantee and the Company
or a Subsidiary in effect at the time of the Grantee's termination of employment
or, in the absence of any such employment agreement,  any of the following:  (a)
conviction of the Grantee by a court of competent  jurisdiction of any felony or
a crime involving moral turpitude;  (b) the Grantee=s knowing failure or refusal
to follow reasonable instructions of the Board or reasonable policies, standards
and regulations of the Company or its Subsidiaries;  (c) the Grantee=s continued
failure or refusal to faithfully  and  diligently  perform the usual,  customary
duties of his  employment  with the  Company or a  Subsidiary;  (d) the  Grantee
continuously  conducting  himself in an  unprofessional,  unethical,  immoral or
fraudulent  manner;  or (e) the Grantee=s  conduct  discredits  the Company or a
Subsidiary or is  detrimental to the  reputation,  character and standing of the
Company or a Subsidiary.

                  "Good  Reason" for purposes of the  Agreement  shall mean good
reason as defined in any written  employment  agreement  between the Grantee and
the Company or a Subsidiary in effect at the time of the  Grantee=s  termination
of  employment  or, in the absence of any such  employment  agreement,  shall be
deemed to have occurred upon the happening of any of the following:

                  (i)      any reduction in Grantee's annual rate of salary;

                  (ii) either (x) a failure of the Company to continue in effect
         any employee benefit plan in which Grantee was participating or (y) the
         taking  of any  action  by the  Company  that  would  adversely  affect
         Grantee's  participation  in, or materially  reduce Grantee's  benefits
         under,  any such  employee  benefit  plan,  unless such failure or such
         taking of any  action  adversely  affects  the  senior  members  of the
         corporate management of the Company generally;

                  (iii) the assignment to Grantee of duties and responsibilities
         that are materially  more oppressive or onerous than those attendant to
         Grantee's position immediately after the date hereof;

                  (iv) the  relocation  of the office  location  as  assigned to
         Grantee by the Company to a location more than 20 miles from  Grantee's
         current location without Grantee's consent; or


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                  (v) the failure of the Company to obtain, prior to the time of
         any  reorganization,  merger,  consolidation,  disposition  of  all  or
         substantially  all of the assets of the Company or similar  transaction
         effective  after  the date  hereof,  in which  the  Company  is not the
         surviving  person,  the  unconditional  assumption  in  writing  or  by
         operation of law of the  Company's  obligations  to Grantee  under this
         Agreement  by  each  direct  successor  to  the  Company  in  any  such
         transaction.

         8.  Nontransferability of Option. During Grantee's lifetime, the Option
is not  transferable  (voluntarily  or  involuntarily)  other than pursuant to a
domestic  relations  order  and,  except as  otherwise  required  pursuant  to a
domestic  relations order, is exercisable only by the Grantee or Grantee's court
appointed  legal  representative.  The Grantee may  designate a  beneficiary  or
beneficiaries  to whom the Option shall pass upon Grantee's death and may change
such  designation  from  time  to  time  by  filing  a  written  designation  of
beneficiary  or  beneficiaries  with the Committee on the form annexed hereto as
Exhibit B or such other form as may be  prescribed  by the  Committee,  provided
that no such  designation  shall be effective unless so filed prior to the death
of Grantee. If no such designation is made or if the designated beneficiary does
not survive the  Grantee's  death,  the Option shall pass by will or the laws of
descent and  distribution.  Following  Grantee's death, the Option, if otherwise
exercisable,  may  be  exercised  by the  person  to  whom  such  option  passes
accordingly  to the  foregoing  and such person  shall be deemed the Grantee for
purposes of any applicable provisions of this Agreement.

         9. No  Stockholder  Rights.  The  Grantee  shall not be deemed  for any
purpose  to be, or to have any of the rights of, a  stockholder  of the  Company
with  respect to any shares of Common Stock as to which this  Agreement  relates
until such shares shall have been issued to Grantee by the Company. Furthermore,
the existence of this  Agreement  shall not affect in any way the right or power
of the Company or its  stockholders to accomplish any corporate act,  including,
without limitation, the acts referred to in Section 15 of the Plan.

         10.  Adjustments.  As  provided  in  Section  15 of the  Plan,  certain
adjustments  may be  made  to the  Option  upon  the  occurrence  of  events  or
circumstances described in Section 15 of the Plan.

         11.  Restrictions  Imposed by Law.  Without  limiting the generality of
Section 16 of the Plan,  the Grantee  agrees that  Grantee will not exercise the
Option and that the  Company  will not be  obligated  to  deliver  any shares of
Common  Stock,  if counsel to the  Company  determines  that such  exercise,  or
delivery  would  violate any  applicable  law or any rule or  regulation  of any
governmental authority or any rule or regulation of, or agreement of the Company
with,  any  securities  exchange or  association  upon which the Common Stock is
listed  or  quoted.  The  Company  shall in no event  be  obligated  to take any
affirmative action in order to cause the exercise of the Option or the resulting
delivery of shares of Common Stock to comply with any such law, rule, regulation
or agreement.

         12.  Notice.  Unless the Company  notifies  the Grantee in writing of a
different  procedure,  any notice or other  communication  to the  Company  with
respect  to this  Agreement  shall be in  writing  and  shall  be (a)  delivered
personally to the following address:

                                    Edge Petroleum Corporation
                                    Texaco Heritage Plaza
                                    1111 Bagby, Suite 2100
                                    Houston, Texas  77002

or (b) sent by first class mail, postage prepaid and addressed as follows:

                                    Edge  Petroleum  Corporation  c/o  Corporate
                                    Secretary  Texaco Heritage Plaza 1111 Bagby,
                                    Suite 2100 Houston, Texas 77002.



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Any notice or other  communication to the Grantee with respect to this Agreement
shall be in writing and shall be delivered personally, or shall be sent by first
class mail,  postage prepaid,  to Grantee's  address as listed in the records of
the  Company  on the  Grant  Date,  unless  the  Company  has  received  written
notification from the Grantee of a change of address.

         13.  Amendment.  Notwithstanding  any  other  provisions  hereof,  this
Agreement  may be  supplemented  or amended from time to time as approved by the
Committee  as  contemplated  by  Section 6 of the  Plan.  Without  limiting  the
generality of the foregoing, without the consent of the Grantee,

                  (a) this Agreement may be amended or supplemented  (i) to cure
         any  ambiguity or to correct or supplement  any provision  herein which
         may be defective or inconsistent  with any other provision  herein,  or
         (ii) to add to the  covenants  and  agreements  of the  Company for the
         benefit of  Grantee  or  surrender  any right or power  reserved  to or
         conferred upon the Company in this Agreement,  subject, however, to any
         required approval of the Company's  stockholders and, provided, in each
         case, that such changes or corrections  shall not adversely  affect the
         rights of Grantee with respect to the Award  evidenced  hereby  without
         the  Grantee=s  consent,  or (iii) to make such  other  changes  as the
         Company, upon advice of counsel,  determines are necessary or advisable
         because  of the  adoption  or  promulgation  of, or change in or of the
         interpretation   of,  any  law  or  governmental  rule  or  regulation,
         including any applicable federal or state securities laws; and

                  (b) subject to Section 6 of the Plan and any required approval
         of the Company's  stockholders,  the Award  evidenced by this Agreement
         may be canceled by the Committee  and a new Award made in  substitution
         therefor,  provided that the Award so substituted  shall satisfy all of
         the  requirements of the Plan as of the date such new Award is made and
         no such  action  shall  adversely  affect the Option to the extent then
         exercisable without the Grantee=s consent.

         14. Grantee  Employment.  Nothing  contained in this Agreement,  and no
action of the Company or the Committee with respect  hereto,  shall confer or be
construed  to confer on the  Grantee  any right to continue in the employ of the
Company or any of its Subsidiaries or interfere in any way with the right of the
Company or any employing Subsidiary to terminate the Grantee's employment at any
time,  with  or  without  cause;  subject,  however,  to the  provisions  of any
employment agreement between the Grantee and the Company or any Subsidiary.

         15.  Governing Law. This Agreement  shall be governed by, and construed
in accordance with, the internal laws of the State of Delaware.

         16. Construction.  References in this Agreement to "this Agreement" and
the words "herein," "hereof," "hereunder" and similar terms include all Exhibits
and Schedules  appended  hereto,  including the Plan.  This Agreement is entered
into, and the Award evidenced hereby is granted,  pursuant to the Plan and shall
be governed by and construed in accordance with the Plan and the  administrative
interpretations  adopted  by the  Committee  thereunder.  All  decisions  of the
Committee  upon  questions  regarding  the  Plan  or  this  Agreement  shall  be
conclusive.  Unless  otherwise  expressly  stated  herein,  in the  event of any
inconsistency between the terms of the Plan and this Agreement, the terms of the
Plan shall  control.  The headings of the paragraphs of this Agreement have been
included for  convenience  of reference  only,  are not to be  considered a part
hereof and shall in no way  modify or  restrict  any of the terms or  provisions
hereof.

         17.  Duplicate  Originals.  The  Company  and the  Grantee may sign any
number of copies of this Agreement.  Each signed copy shall be an original,  but
all of them together represent the same agreement.

         18. Rules by Committee.  The rights of the Grantee and  obligations  of
the Company  hereunder shall be subject to such reasonable rules and regulations
as the Committee may adopt from time to time hereafter.

         19.  Entire  Agreement.  Subject to the  provisions  of any  applicable
written  employment  agreement  between  the  Grantee  and  the  Company  or any
Subsidiary, Grantee and the Company hereby declare and represent that no promise
or agreement not herein expressed has been made and that this Agreement contains
the entire


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agreement between the parties hereto with respect to the Option and replaces and
makes null and void any prior agreements,  oral or written,  between Grantee and
the Company regarding the Option.

         20. Grantee  Acceptance.  Grantee shall signify acceptance of the terms
and  conditions  of this  Agreement by signing in the space  provided at the end
hereof and returning a signed copy to the Company.

ATTEST:                                              EDGE PETROLEUM CORPORATION


                                                    By:________________________

Secretary_____________________                            Name:  John W. Elias
                                                         Title:   Chairman & CEO

                                                     ACCEPTED:

                                                    ___________________________
                                                         Name:
















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Agreements  identical  to the  forgoing  were  entered  into by and between Edge
Petroleum  Corporation  and Officers of the Company and  differences  are listed
within the following schedule:

                                    Schedule
                                    --------

                              Surrendered         Reissued             New
Name                            Options            Options           Options
----                          -----------         --------           -------

James D. Calaway                116,940            70,200             14,800
Michael G. Long                  35,507            21,300              8,700
Brian C. Baumler                  7,500             4,000              2,500

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