EXHIBIT 4.5










                           EDGE PETROLEUM CORPORATION






                       COMMON STOCK SUBSCRIPTION AGREEMENT



















                                 April 30, 1999


                                     <PAGE>
TABLE OF CONTENTS

                                                                         Page

  SECTION 1       Authorization and Sale of Common Stock      ........     1
1.1      Authorization     ...........................................     1
1.2      Sale of Securities          .................................     1

  SECTION 2       Closing Date; Payment and Delivery .................     1
2.1      Closing Date      ...........................................     1
2.2      Payment and Delivery       ..................................     1

  SECTION 3       Representations and Warranties of the Company  ....      2
3.1      Organization      ..........................................      2
3.2      Capitalization  ............................................      3
3.3      Authorization   ............................................      3
3.4      Subsidiaries    ............................................      3
3.5      No Conflict     ............................................      3
3.6      Accuracy of Reports      ...................................      4
3.7      Registration Rights      ...................................      4
3.8      Governmental Consents, etc.      ...........................      4
3.9      Litigation        ..........................................      4
3.10     Investment Company..........................................      4
3.11     Financial Statements.    ...................................      4
3.12     Pension Plans.  ............................................      5
3.13     Environmental Condition  ...................................      5
3.14     Business....................................................      6
3.15     Gas Contracts   ............................................      6
3.16     Patents, Trademarks and Other Intangible Assets    .........      6
3.17     Title to Properties; Liens and Encumbrances.................      7
3.18     Reserve Report     .........................................      8
3.19     Taxes    ...................................................      8

  SECTION 4       Representations and Warranties of the Purchasers ..      9
4.1      Investment        ..........................................      9
4.2      Accredited Investor        .................................     10
4.3      Authority         ..........................................     10
4.4      Government Consents, etc....................................     10
4.5      Investigation; No General Solicitation    ..................     10
4.6      Short Selling   ............................................     11
4.7      Affiliate Status............................................     11

  SECTION 5       Conditions to Obligations of the Purchasers .......     11
5.1      Conditions to Obligations of the Purchasers ................     11

  SECTION 6       Conditions to Obligations of Company  ..............    12
6.1      Conditions to Obligations of Company        .................    12

  SECTION 7       Definitions       ..................................    12
7.1      Certain Definitions        ..................................    12

  SECTION 8       Covenants           ................................    14
8.1      Registration Rights        ..................................    14
8.2      Disposition       ...........................................    20

  SECTION 9       Miscellaneous     ..................................    21
9.1      Termination of Agreement  ...................................    21
9.2      GOVERNING LAW      ..........................................    21
9.3      Survival; Reliance         ..................................    21
9.4      Successors and Assigns     ..................................    21
9.5      Notices and Dates ...........................................    21
9.6      Specific Performance       ..................................    22
9.7      Further Assurances         ..................................    22
9.8      Counterparts      ...........................................    22
9.9      Severability      ...........................................    22
9.10     Captions ....................................................    23
9.11     Public Statements ...........................................    23
9.12     Brokers  ....................................................    23
9.13     Costs and Expenses         ..................................    23
9.14     No Third-Party Rights      ..................................    23
9.15     Entire Agreement; Amendment        ..........................    23

Exhibits

Exhibit A         Schedule of Purchasers
Exhibit B         Warrant Agreement
Exhibit C         Schedule of Exceptions
Exhibit D         Investor Questionnaire
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                     COMMON STOCK SUBSCRIPTION AGREEMENT

         THIS COMMON STOCK  SUBSCRIPTION  AGREEMENT (the "Agreement") is made as
of  April  30,  1999,  by and  among  EDGE  PETROLEUM  CORPORATION,  a  Delaware
corporation  (the  "Company"),   and  those  persons  set  forth  on  Exhibit  A
(collectively the "Purchasers" and each individually a "Purchaser").

                                    SECTION 1

                     Authorization and Sale of Common Stock

         1.1 Authorization.  The Company has authorized the sale and issuance of
up to  1,500,000  shares of its  Common  Stock,  $.01 par  value per share  (the
"Common  Stock")  and up to  450,000  warrants  to  purchase  Common  Stock (the
"Warrants")  and  450,000  shares of Common  Stock to be issued  pursuant to the
Warrants.

         1.2 Sale of Securities. Subject to the terms and conditions hereof, the
Company will issue and sell to the Purchasers and the Purchasers  severally will
buy from the Company the number of shares of Common Stock (the  "Shares") in the
respective aggregate amounts set forth opposite each Purchaser's name on Exhibit
A  (together  with,  in the case of each such  Share,  .3 of a  Warrant  for the
purchase of a share of Common Stock) at a per share  purchase price set forth on
Exhibit A;  provided  that no  fractional  Warrants or Warrants  for  fractional
shares shall be issued and the respective amounts of Warrants being so purchased
in tandem  with the  Shares  are set forth  opposite  each  Purchaser's  name on
Exhibit A. Each  Warrant  entitles  the holder to  purchase  one share of Common
Stock and shall be in the form attached to the warrant  agreement  (the "Warrant
Agreement")  set forth in Exhibit B. The Shares and the  Warrants  are  together
referred to herein as "Securities."

                                    SECTION 2

                       Closing Date; Payment and Delivery

         2.1 Closing Date.  The closing under this Agreement with respect to the
sale of the  Securities  pursuant  to  Section  1.2  hereof  shall take place in
Houston,  Texas at 11:00  a.m.  (Houston  time) on May 6, 1999 or at such  other
times, dates and places upon which the Company and the Purchasers shall mutually
agree  (the date of the  Closing  is  hereinafter  referred  to as the  "Closing
Date").  The Company may make individual and different  arrangements  separately
with each  Purchaser  as to Closing,  including  with respect to delivery of the
Shares and Warrants and transmittal of purchase price.
                                                     -1-
         2.2 Payment and Delivery. At the Closing, each Purchaser shall transmit
the aggregate  purchase  price set forth on Exhibit A opposite that  Purchaser's
name in  immediately  available  funds by wire  transfer to the Company.  At the
Closing the Company will deliver to the Purchasers certificates representing the
Shares and the  Warrants.  The  certificates  for  Shares  shall be subject to a
legend  restricting  transfer  under the Securities Act of 1933, as amended (the
"Securities Act"), and referring to restrictions on transfer herein, such legend
to be substantially as follows:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED OR ANY
STATE  SECURITIES LAW. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN OPINION OF COUNSEL  SATISFACTORY TO THE COMPANY AS TO
THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION THAT SUCH REGISTRATION IS NOT
REQUIRED AND THAT ANY PROSPECTUS DELIVERY  REQUIREMENTS ARE NOT APPLICABLE.  THE
SHARES WERE PURCHASED UNDER AN AGREEMENT THAT INCLUDES  ADDITIONAL  RESTRICTIONS
ON THEIR  TRANSFER  AND COPIES OF SUCH  AGREEMENT  MAY BE OBTAINED AT NO COST BY
WRITTEN  REQUEST  MADE  BY THE  HOLDER  OF  RECORD  OF THIS  CERTIFICATE  TO THE
SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.
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The Shares and the Warrants may also include any legend  required under the laws
of any state or other jurisdiction.  The certificates for Warrants and shares of
Common Stock issuable upon exercise of the Warrants (the "Warrant  Shares") will
include such legend as is specified in the Warrant Agreement.

                                    SECTION 3

                  Representations and Warranties of the Company

         Except as set forth on the Schedule of  Exceptions  attached  hereto as
Exhibit C, the Company  hereby  represents  and  warrants to the  Purchasers  as
follows:

         3.1  Organization.  The Company is a  corporation  duly  organized  and
validly existing under the laws of the State of Delaware and is in good standing
under such laws. The Company has requisite corporate power and authority to own,
lease and operate its  properties  and assets,  and to carry on its  business as
presently conducted and as proposed to be conducted. The Company is qualified to
do business as a foreign corporation in each jurisdiction in which the ownership
of its  property  or the nature of its  business  requires  such  qualification,
except where failure to so qualify would not have a material  adverse  effect on
the  Company  and its  Subsidiaries  (as  defined  herein),  taken as a whole (a
"Material  Adverse  Effect").  As used in this Agreement,  the word "Subsidiary"
means  any   corporation  or  other   organization,   whether   incorporated  or
unincorporated,  of which the Company directly or indirectly owns or controls at
least a majority  of the  securities  or other  interests  having by their terms
ordinary  voting  power to elect a majority of the board of  directors or others
performing   similar  functions  with  respect  to  such  corporation  or  other
organization, or any organization of which such party is a general partner.

         3.2  Capitalization.  The  authorized  capital  stock  of  the  Company
consists of  25,000,000  shares of Common  Stock,  $.01 par value per share,  of
which  7,770,302  shares were issued and  outstanding  as of April 5, 1999,  and
5,000,000  shares of  Preferred  Stock,  $.01 par value per share,  no shares of
which are issued and  outstanding  as of the date  hereof.  All such  issued and
outstanding  shares of Common Stock have been duly authorized and validly issued
and are fully paid and  nonassessable.  As of December 31, 1998, the Company had
1,200,000  shares of Common Stock reserved for issuance under its Incentive Plan
and options to purchase  680,133  shares of Common  Stock and 248,384  shares of
restricted  Common  Stock  have  been  granted  and are  outstanding  under  its
Incentive  Plan.  Options for the purchase of an  additional  48,922  shares and
200,000 shares of Common Stock are also  outstanding and were issued to James D.
Calaway and John Elias,  respectively.  Except as described  in this  Agreement,
there are no other options, warrants, conversion privileges or other contractual
rights presently outstanding to purchase or otherwise acquire any authorized but
unissued shares of the Company's capital stock or other securities.

         3.3  Authorization.  The Company  has all  corporate  right,  power and
authority  to enter  into this  Agreement  and to  consummate  the  transactions
contemplated  hereby.  All  corporate  action  on the part of the  Company,  its
directors and stockholders necessary for the authorization,  execution, delivery
and  performance  of this  Agreement by the Company,  the  authorization,  sale,
issuance and delivery of Securities and the Warrant  Shares and the  performance
of the Company's  obligations  hereunder has been taken. This Agreement has been
duly  executed and delivered by the Company and  constitutes a legal,  valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms,  subject to laws of general application  relating to bankruptcy,
insolvency  and the  relief  of  debtors  and  rules of law  governing  specific
performance,  injunctive relief or other equitable remedies,  and to limitations
of public policy.  Upon the issuance and delivery of the Shares as  contemplated
by  this  Agreement,   the  Shares  will  be  validly  issued,  fully  paid  and
nonassessable.  Upon the  issuance  and  delivery  of the  Warrant  Shares  upon
exercise of the Warrants in accordance with the Warrant  Agreement,  the Warrant
Shares will be validly issued,  fully paid and  nonassessable.  The issuance and
sale of the Shares contemplated hereby and the Warrant Shares upon conversion of

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the  Shares  will not give  rise to any  preemptive  rights  or  rights of first
refusal on behalf of any person.

         3.4 Subsidiaries.  Each Subsidiary is a corporation or partnership duly
organized  and  validly   existing  under  the  laws  of  its   jurisdiction  of
incorporation  or  organization  and is in good standing  under such laws.  Each
Subsidiary  has the requisite  corporate or  partnership  power and authority to
own, lease and operate its  properties and assets,  and to carry on its business
as presently conducted and as proposed to be conducted.  Each Subsidiary is duly
qualified  to do  business  as a  foreign  corporation  or  partnership  in each
jurisdiction  in which  the  ownership  of its  property  or the  nature  of its
business  requires  such  qualification,  except where the failure to so qualify
would not have a material  adverse  effect on the Company  and its  Subsidiaries
taken as a whole.

         3.5 No  Conflict.  Subject to  compliance  with such  filings as may be
required to be made with the Securities and Exchange Commission (the "SEC"), any
state or foreign securities regulatory authority, and the Nasdaq National Market
System  ("Nasdaq"),  the execution and delivery of this  Agreement does not, and
the consummation of the transactions  contemplated hereby will not result in any
violation of, or default (with or without notice or lapse of time, or both),  or
give  rise  to a right  of  termination,  cancellation  or  acceleration  of any
material obligation or to a loss of a material benefit,  under, any provision of
the  Restated  Certificate  of  Incorporation  or Bylaws of the  Company  or any
mortgage, indenture, lease or other agreement or instrument,  license, judgment,
order, decree,  statute,  law, ordinance,  rule or regulation  applicable to the
Company or a Subsidiary,  its  properties  or assets,  the effect of which would
have a Material Adverse Effect on the financial condition,  results of operation
or prospects of the Company and its Subsidiaries taken as a whole, or materially
impair  or  restrict  the  Company's   power  to  perform  its   obligations  as
contemplated hereby.

         3.6  Accuracy  of  Reports.  All  reports  required  to be filed by the
Company  since the  beginning  of the  Company's  current  fiscal year under the
Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act"),  copies of
which have been furnished to the Purchasers (collectively,  the "Reports"), have
been duly filed with the SEC,  complied at the time of filing,  in all  material
respects with the  requirements of their  respective  forms,  and, except to the
extent updated or superseded by any materials  supplied to the Purchasers or any
subsequently filed report, were complete and correct in all material respects as
of the dates at which the information  was furnished,  and contained (as of such
dates) no untrue  statement  of a  material  fact or omitted to state a material
fact necessary in order to make the statements  contained  therein,  in light of
the circumstances under which they were made, not misleading.

         3.7  Registration  Rights.  Except as set forth in this Agreement,  the
Company is not under any obligation to register any of its presently outstanding
securities or any of its securities which may hereafter be issued.

         3.8 Governmental Consents,  etc. No consent,  approval or authorization
of or designation,  declaration or filing with any governmental authority on the
part of the Company is required in connection with the execution and delivery of
this Agreement,  the offer,  sale or issuance of the Shares, or the consummation
of any other  transaction  contemplated  hereby,  except such  filings as may be
required  to be made with the SEC and Nasdaq and with any state or foreign  blue
sky or securities regulatory authority.

         3.9  Litigation.  There is no pending or, to the best of the  Company's
knowledge,  threatened lawsuit,  administrative proceeding,  arbitration,  labor
dispute or governmental  investigation  ("Litigation") to which the Company or a
Subsidiary is a party or by which any material  portion of its assets taken as a
whole may be bound,  and which  Litigation if adversely  determined would have a
Material Adverse Effect; provided that the disclosure of litigation on Exhibit C
shall not be deemed an admission that such litigation is material.

                                       5
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         3.10  Investment  Company.  The Company is not an "investment  company"
within the meaning of such term under the Investment Company Act of 1940 and the
rules and regulations of the SEC thereunder.

         3.11 Financial  Statements.  The audited  consolidated balance sheet of
the  Company  at  December  31,  1998,  and  the  related  audited  consolidated
statements of operations,  cash flows, and  stockholders'  equity of the Company
for the  fiscal  year  then  ended,  copies  of which  have  been  furnished  to
Purchasers,  fairly present the financial condition of the Company at such dates
and the results of the  operations  of the Company for the periods ended on such
dates,  and such  consolidated  balance  sheets and  consolidated  statements of
operations,  cash flows,  and  stockholders'  equity were prepared in accordance
with United States generally  accepted  accounting  principles  ("GAAP") (and in
compliance  with the  regulations  promulgated  by the SEC).  Since December 31,
1998, no event has occurred that would have a Material  Adverse Effect except as
set forth in the Reports or on the exhibits or schedules hereto.

         3.12 Pension  Plans.  All Plans (as defined  herein) are in  compliance
with all applicable provisions of the Employee Retirement Income Security Act of
1974, as amended from time to time  ("ERISA")  and the Internal  Revenue Code of
1986, as amended,  and any successor statute (the "Code"),  except to the extent
any noncompliance would not have a Material Adverse Effect. No Termination Event
(as defined  herein) has  occurred  with  respect to any Plan.  No  "accumulated
funding  deficiency"  (as  defined in Section  302 of ERISA) has  occurred  with
respect to any Plan.  Neither the Company nor any member of the Controlled Group
(as  defined  herein)  has  had  a  complete  or  partial  withdrawal  from  any
Multiemployer  Plan (as  defined  herein)  for  which  there  is any  withdrawal
liability that could  reasonably be expected to have a Material  Adverse Effect.
As used in  this  Section,  "Controlled  Group"  shall  mean  all  members  of a
controlled  group of corporations  and all trades or businesses  (whether or not
incorporated) under common control which, together with the Company, are treated
as a single employer under Section 414 of the Code;  "Multiemployer  Plan" shall
mean a "multiemployer  plan" as defined in Section  4001(a)(3) of ERISA;  "Plan"
shall  mean  any  employee  benefit  plan  (other  than  a  Multiemployer  Plan)
maintained  for employees of the Company or any member of the  Controlled  Group
and  covered by Title IV of ERISA or subject to the  minimum  funding  standards
under  Section  412 of the  Code;  and  "Termination  Event"  shall  mean  (a) a
Reportable  Event (as defined in Title IV of ERISA) described in Section 4043 of
ERISA and the regulations  issued  thereunder (other than a Reportable Event not
subject to the  provision  for 30-day  notice to the  Pension  Benefit  Guaranty
Corporation or any entity  succeeding to any or all of its functions under ERISA
(the "PBGC") under such  regulations),  (b) the withdrawal of the Company from a
Plan during a plan year in which it was a  "substantial  employer" as defined in
Section 4001(a) (2) of ERISA,  (c) the filing of a notice of intent to terminate
a Plan or the  treatment of a Plan  amendment  as a  termination  under  Section
4041(c) of ERISA,  (d) the institution of proceedings to terminate a Plan by the
PBGC,  or (e) any other  event or  condition  which  constitutes  grounds  under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer,  any Plan. As of the most recent valuation date applicable  thereto,
neither the Company nor any member of the Controlled  Group would become subject
to any  liability  under  ERISA if the  Company or any member of the  Controlled
Group  has  received  notice  that any  Multiemployer  Plan is  insolvent  or in
reorganization.

         3.13     Environmental Condition.

                  (a) Permits,  Etc. The Company and the  Subsidiaries  (i) have
obtained all environmental  permits necessary for the ownership and operation of
their properties and the conduct of their businesses,  except where such failure
to obtain could not  reasonably be expected to have a Material  Adverse  Effect;
(ii) are in  compliance  with all terms  and  conditions  of such  environmental
permits and with all other requirements of applicable environmental laws, except
where such failure to comply could not reasonably be expected to have a Material
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Adverse  Effect;  (iii) have not  received  notice of any  violation  or alleged
violation of any  environmental  law or environmental  permit;  and (iv) are not
subject to any actual or contingent  environmental  claim which could reasonably
be expected to have a Material Adverse Effect.

                  (b) Certain Liabilities. To the Company's best knowledge, none
of the present or previously  owned or operated  properties of the Company or of
any of its present or former Subsidiaries, wherever located, (i) has been placed
on or proposed to be placed on the National  Priorities List, the  Comprehensive
Environmental  Response Compensation Liability Information System list, or their
state  or  local  analogs;  (ii) is  subject  to a  lien,  arising  under  or in
connection with any  environmental  laws,  which could reasonably be expected to
have a Material  Adverse  Effect;  or (iii) has been the site of any  release of
hazardous  substances or hazardous  wastes from present or past operations which
has  caused  at the  site or at any  third-party  site  any  condition  that has
resulted in or could  reasonably  be expected to result in the need for Response
(as defined in the Comprehensive  Environmental  Response Compensation Liability
Act or other environmental law) that would have a Material Adverse Effect.

         3.14 Business.  The Company and the  Subsidiaries  have all franchises,
permits,  licenses,  patents and other rights and privileges necessary to permit
them to own their  property and conduct their  business,  except for those,  the
non-obtainment  of which  would not  reasonably  be  expected to have a Material
Adverse  Effect.  The Company  and the  Subsidiaries  manage and  operate  their
business in material  compliance with all applicable  legal  requirements and in
accordance with good industry practices,  except where such failure to manage or
operate would not reasonably be expected to have a Material Adverse Effect.

         3.15 Gas  Contracts.  Neither the Company nor any  Subsidiary is, as of
the date  hereof,  (a)  obligated  in any  material  respect  by  virtue  of any
prepayment made under any contract  containing a  "take-or-pay"  or "prepayment"
provision or under any similar agreement to deliver  hydrocarbons  produced from
or allocated to any of the Company's consolidated oil and gas properties at some
future date without receiving full payment therefor at the time of delivery, and
(b) has not produced  gas, in any material  amount,  subject to, and none of the
Company's consolidated oil and gas properties is subject to, balancing rights of
third parties or subject to balancing  duties under  governmental  requirements,
except as to such  matters  for  which  the  Company  has  established  monetary
reserves  adequate in amount in accordance with GAAP to satisfy such obligations
and has segregated such reserves from its other accounts.

         3.16 Patents,  Trademarks and Other Intangible  Assets. The Company and
its Subsidiaries  own or possess adequate  licenses or other valid rights to use
all  patents,  patent  rights,  trademarks,  trademark  rights  and  proprietary
information used or held for use in connection with their respective  businesses
as currently  being  conducted,  except where the failure to own or possess such
licenses and other rights would not have,  individually  or in the aggregate,  a
Material Adverse Effect , and there are no assertions or claims  challenging the
validity of any of the foregoing  which are likely to have,  individually  or in
the aggregate,  a Material Adverse Effect.  The conduct of the Company's and its
Subsidiaries'  respective  businesses as currently  conducted  does not conflict
with any patents, patent rights, licenses,  trademarks,  trademark rights, trade
names,  trade  name  rights or  copyrights  of others in any way likely to have,
individually  or in the  aggregate,  a  Material  Adverse  Effect.  There  is no
material infringement of any proprietary right owned by or licensed by or to the
Company or any of its Subsidiaries  which is likely to have,  individually or in
the aggregate, a Material Adverse Effect.

         3.17 Title to Properties;  Liens and  Encumbrances.  Except pursuant to
the Amended and Restated Credit  Agreement to which the Company,  Edge Petroleum
Exploration  Company and First  National Bank of Chicago are parties dated April
1, 1998, as amended (the "Credit Agreement") and as would not have, individually
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or in the aggregate, a Material Adverse Effect, the Company and its Subsidiaries
have  defensible  title  to all of the  properties  and  assets,  both  real and
personal,  tangible  and  intangible,  that they purport to own,  including  the
properties  and assets  reflected  in the  Reports and  including  the lands and
leases and associated net revenue interests reflected in the Reserve Reports (as
defined herein),  other than dispositions or expirations since the date thereof,
and they are not  subject to any  mortgage,  pledge,  lien,  security  interest,
conditional  sale  agreement,  encumbrance  or charge  ("Liens")  except routine
statutory  liens securing  liabilities  not yet due and payable and minor liens,
encumbrances,  restrictions,  exceptions,  reservations,  limitations  and other
imperfections  that do not  materially  detract  from the value of the  specific
asset  affected  or the present use of such asset and except (A) Liens for taxes
not yet delinquent or, if delinquent,  that are being contested in good faith in
the ordinary course of business,  (B) statutory Liens (including  materialmen's,
mechanic's,  repairmen's,  landlord's,  employee's  operator's and other similar
liens)  arising in the  ordinary  course of business to secure  payments not yet
delinquent  or, if  delinquent,  that are being  contested  in good faith in the
ordinary course of business, (C) such easements,  restrictions,  reservations or
other encumbrances, as well as imperfections or irregularities of title, if any,
as do not create a Material  Adverse  Effect,  (D)  obligations or duties to any
municipality or public authority with respect to any franchise,  grant,  license
or  permit  and all  applicable  laws,  rules,  regulations  and  orders  of any
governmental authority,  (E) all lessors' royalties,  overriding royalties,  net
profits  interests,   production  payments,   carried  interests,   reversionary
interests  and other  burdens on or  deductions  from the proceeds of production
that do not operate to (x) reduce the net revenue  interest of the Company below
that  purported  to be owned by the Company as set forth in the Reserve  Report,
(y)  increase  the  proportionate  share  of costs  and  expenses  of  leasehold
operations attributable to or to be borne by the working interest of the Company
above that  purported  to be owned by the  Company  as set forth in the  Reserve
Report  without a  proportionate  increase  in the net  revenue  interest of the
Company or (z) increase the working interest of the Company above that purported
to be  owned by the  Company  as set  forth  in the  Reserve  Report  without  a
proportionate increase in the net revenue interest of the Company, (F) the terms
and conditions of (including  certain Lien rights  contained in and provided by)
joint  operating  agreements and other oil and gas contracts,  (G) all rights to
consent  by,  required  notices  to,  and  filings  with  or  other  actions  by
governmental  or tribal  entities,  if any,  in  connection  with the  change of
ownership or control of an interest in federal,  state, tribal or other domestic
governmental oil and gas leases, if the same are customarily obtained subsequent
to such change of  ownership  or  control,  but only  insofar as such  consents,
notices,  filings and other actions relate to the  transactions  contemplated by
this Agreement,  (H) any preferential  purchase rights, (I) required third party
consents  to  assignment,  (J)  conventional  rights  of  reassignment  prior to
abandonment,  (K)  the  terms  and  provisions  of  oil  and  gas  leases,  unit
agreements,  pooling  agreements,  communication  agreements and other documents
creating  interests  comprising  the oil and gas  properties,  insofar  and only
insofar  as such  terms and  provisions  do not  operate  to (x)  reduce the net
revenue  interest of the Company below that purported to be owned by the Company
as set forth in their Reserve Report,  (y) increase the  proportionate  share of
costs and expenses of leasehold operations attributable to or to be borne by the
working  interest of the Company above that purported to be owned by the Company
as set forth in the Reserve Report without a  proportionate  increase in the net
revenue  interest of the  Company or (z)  increase  the working  interest of the
Company  above  that  purported  to be owned by the  Company,  and (L)  calls on
production under existing agreements.
                                       8
<PAGE>

         3.18 Reserve  Report.  A true and correct copy of the  estimates of the
reserves of the Company supplied by Company to Ryder Scott Company,  independent
petroleum  engineers (the "Petroleum  Engineers"),  dated December 31, 1998 (the
"Reserve Report"),  has been provided to the Purchasers.  All production history
data,  data on operating cost history,  the Company's  working  interest and net
revenue interest information contained in the Reserve Report is true and correct
in all material respects as of the date of such report, it being understood that
the Company does not warrant quantity of reserves, rate of recovery,  productive
capacity,  future prices,  future operating costs, or other similar matters that
cannot be determined  with certainty nor does it represent  matters with respect
to title other than as specifically provided in Section 3.17.

         3.19     Taxes.

                  (a The  Company and its  Subsidiaries  have (i) duly filed (or
there  has been  filed on their  behalf)  on a  timely  basis  with  appropriate
governmental  authorities all tax returns,  statements,  reports,  declarations,
estimates  and  forms  required  to be filed  by  them,  on or prior to the date
hereof,  except  to the  extent  that  any  failure  to  file  would  not  have,
individually or in the aggregate,  a Material  Adverse Effect and (ii) duly paid
or deposited in full on a timely basis or made adequate provisions in accordance
with  generally  accepted  accounting  principles  (or  there  has been  paid or
deposited or adequate  provision  has been made on their behalf) for the payment
of all taxes  required  to be paid by the  Company or its  Subsidiaries  for all
periods ending through the date hereof, except to the extent that any failure to
pay or deposit or make  adequate  provision  for the payment of such taxes would
not have, individually or in the aggregate, a Material Adverse Effect.

                  (b (i) Except to the extent being contested in good faith, all
material  deficiencies  asserted as a result of  examinations of the Company and
its  Subsidiaries  by any  taxing  authority  have been paid,  fully  settled or
adequately  provided for in the financial  statements  contained in the Reports;
(ii) except as  adequately  provided  for in the Reports,  no material  federal,
state  or  local  income  or  franchise  tax  audits  or  other   administrative
proceedings  or court  proceedings  are  presently  pending  with  regard to any
federal,  state or local income or franchise  taxes for which the Company or any
of its  Subsidiaries  would be liable,  and no material  deficiency for any such
income or franchise  taxes has been proposed,  asserted or assessed  pursuant to
such examination  against the Company or any of its Subsidiaries by any federal,
state or local taxing authority with respect to any period; (iii) as of the date
hereof,  neither  the  Company  nor  any of its  Subsidiaries  has  granted  any
requests,  agreements,  consents  or waivers to extend the  statutory  period of
limitations  applicable  to the  assessment of any taxes with respect to any tax
returns of the Company or any of its Subsidiaries;  and (iv) neither the Company
nor any of its  Subsidiaries  is a party  to any tax  sharing  or tax  indemnity
agreement.

                  (c  Neither  the  Company  nor  any  of its  Subsidiaries  has
executed or entered  into (or prior to the close of business on the Closing Date
will  execute  or enter  into)  with  the IRS or any  taxing  authority  (i) any
agreement or other  document  extending  or having the effect of  extending  the
period for  assessments  or collection of any federal,  state or local income or
franchise taxes for which the Company or any of its Subsidiaries would be liable
or (ii) a  closing  agreement  pursuant  to  Section  7121 of the  Code,  or any
predecessor  provision thereof or any similar provision of state or local income
tax law that  relates to the assets or  operations  of the Company or any of its
Subsidiaries.
                                       9
<PAGE>
                                    SECTION 4

                Representations and Warranties of the Purchasers

         Each  Purchaser  hereby  represents  and  warrants  to the  Company  as
follows:

         4.1  Investment.  The Purchaser is acquiring the Shares for  investment
for its own account,  not as a nominee or agent,  and not with a view to, or for
resale in connection with, any distribution thereof. The Purchaser  acknowledges
the Company's  obligation to file a  registration  statement with respect to the
Shares as set forth in Section 8 of this Agreement,  the  effectiveness of which
registration  statement  may be  required  for the  resale  of the  Shares.  The
Purchaser has not offered or sold any portion of the Shares to be acquired by it
and has no present intention of reselling or otherwise  disposing of any portion
of such Shares either  currently or after the passage of a fixed or determinable
period of time or upon the  occurrence  or  nonoccurrence  of any  predetermined
event or circumstance,  and in particular the Purchaser has no current intention
to resell the Registrable Securities under such registration statement nor would
it have such intention if such  registration  statement were effective as of the
date of purchase.  The Purchaser  understands  that  investment in the Shares is
subject to a high  degree of risk and that the Shares  have not been  registered
under  the  Securities  Act,  by  reason  of  a  specific   exemption  from  the
registration  provisions of the Securities  Act which depends upon,  among other
things,  the bona fide nature of Purchaser's  investment intent and the accuracy
of  the  Purchaser's   representations   as  expressed  herein.   The  Purchaser
acknowledges  and  understands  that  it must  bear  the  economic  risk of this
investment  for an  indefinite  period of time  because  the Shares must be held
indefinitely  until  subsequently   registered  under  the  Securities  Act  and
applicable  state  and  other  securities  laws  or  unless  an  exemption  from
registration is available.  The Purchaser understands that any transfer agent of
the Company will be issued stop-transfer instructions with respect to the Shares
unless such transfer is  subsequently  registered  under the  Securities Act and
applicable  state and other  securities  laws or unless an  exemption  from such
registration  is  available.  The  Purchaser  has  experience  in analyzing  and
investing  in entities  like the Company,  it can bear the economic  risk of its
investment,  including  the full  loss of its  investment,  and by reason of its
business or financial  experience or the business or financial experience of its
professional  advisors  has the capacity to evaluate the merits and risks of its
investment  and protect its own interest in connection  with the purchase of the
Shares from the Company at the Closing. The Purchaser is a resident of the State
set  forth  opposite  such  Purchaser's  name on  Exhibit  A. If  other  than an
individual,  the  Purchaser  was not  organized for the purpose of acquiring the
Shares.

         4.2 Accredited Investor. It is an "accredited investor" as such term is
defined in SEC  Regulation  D. It has  accurately  completed  the  questionnaire
attached hereto as Exhibit D.

         4.3  Authority.  The  Purchaser  has all right,  power and authority to
enter  into this  Agreement  and to  consummate  the  transactions  contemplated
hereby. This Agreement has been duly executed and delivered by the Purchaser and
constitutes a legal, valid and binding obligation of the Purchaser,  enforceable
against the Purchaser in accordance  with its terms,  subject to laws of general
application  relating to  bankruptcy,  insolvency  and the relief of debtors and
rules  of  law  governing  specific  performance,  injunctive  relief  or  other
equitable remedies,  and to limitations of public policy.  Subject to compliance
with such  filings as may be required  to be made with the SEC and  Nasdaq,  the
execution  and delivery of this  Agreement do not, and the  consummation  of the
transactions  contemplated  hereby  will  not,  conflict  with or  result in any
violation  of any  obligation  under any  provision  of the  charter  documents,
limited liability company agreement, partnership agreement or Bylaws, if any, of
the  Purchaser  or  any  mortgage,   indenture,  lease  or  other  agreement  or
instrument,  license,  judgment, order, decree, statute, law, ordinance, rule or
regulation applicable to the Purchaser.

         4.4 Government Consents, etc. No consent,  approval or authorization of
or  designation,  declaration or filing with any  governmental  authority on the
part of the  Purchaser is required in  connection  with the valid  execution and
delivery of this Agreement,  the purchase of the Shares,  or the consummation of
any  other  transaction  contemplated  hereby,  except  such  filings  as may be
required to be made with the SEC.
                                       10
<PAGE>

         4.5 Investigation;  No General Solicitation. The Purchaser has received
a copy of the Reports.  The  Purchaser has had a reasonable  opportunity  to ask
questions  relating to and  otherwise  discuss the terms and  conditions  of the
offering and the other  information  set forth in the Reports and this Agreement
and the Company's business,  management and financial affairs with the Company's
management,  customers  and  other  parties,  and  the  Purchaser  has  received
satisfactory  responses to the Purchaser's  inquiries.  The Purchaser has relied
solely  upon the  information  provided  by the  Company in the Reports and this
Agreement  in  making  the  decision  to  invest in the  Shares.  To the  extent
necessary,  the  Purchaser has retained,  at the expense of the  Purchaser,  and
relied upon appropriate  professional  advice regarding the investment,  tax and
legal merits and  consequences  of this Agreement and its purchase of the Shares
hereunder.  The Purchaser disclaims and disavows any reliance upon Raymond James
& Associates  Inc. in  connection  with the  Purchaser's  purchase of Shares and
Warrants.  The Purchaser has relied solely on its own independent  investigation
before  deciding to enter into the purchase of Shares and Warrants  contemplated
hereby.

         4.6 Short Selling.  Purchaser has not prior to the date hereof directly
or indirectly, through related parties, affiliates or otherwise (a) sold "short"
or "short against the box" (as those terms are generally  understood) any equity
security of the  Company;  or (b)  otherwise  engaged in any  transaction  which
involves  hedging of its position  in, or reducing of its economic  exposure to,
the securities of the Company,  and it will not until the date the  Registration
Statement  (as defined  herein) is declared  effective  by the SEC take any such
actions described in (a) or (b) of this Section 4.6.

         4.7 Affiliate Status.  Unless the Purchaser has otherwise  notified the
Company in writing,  the  Purchaser  is not, and has not been within the 90 days
prior to the Closing Date, an officer, director, employee, agent or affiliate of
the Company, or, to the Purchaser's knowledge,  any other Purchaser.  Unless the
Purchaser has otherwise notified the Company in writing,  the Purchaser is not a
broker or dealer of securities, an employee,  officer or director of the Company
nor prior to the Closing Date is the  Purchaser  the  beneficial  owner of 5% or
more of the Common Stock of the Company.

                                    SECTION 5

                   Conditions to Obligations of the Purchasers

         5.1  Conditions  to  Obligations  of the  Purchasers.  The  Purchasers'
obligation  to  purchase  the  Shares at the  Closing  is, at the option of each
Purchaser,  which may waive any such conditions to the extent  permitted by law,
subject to the  fulfillment  on or prior to the  Closing  Date of the  following
conditions:

                  (a)    Representations    and    Warranties    Correct.    The
representations  and warranties made by the Company in Section 3 hereof shall be
true and  correct in all  material  respects  when  made,  and shall be true and
correct in all  material  respects on the  Closing  Date with the same force and
effect  as  if  they  had  been  made  on  and  as  of  said  date  (except  for
representations  and warranties  made as of a specified  date,  which need to be
true and correct in all material  respects only as of the specified  date),  and
the foregoing shall be certified in writing by the Company.

                  (b)  Covenants.  All  covenants,   agreements  and  conditions
contained  in this  Agreement to be performed by the Company on or prior to such
purchase  shall have been  performed or complied with in all material  respects,
and the foregoing shall be certified in writing by the Company.

                  (c) No Legal Order Pending.  There shall not then be in effect
any legal or other order enjoining or restraining the transactions  contemplated
by this Agreement.
                                       11
<PAGE>

                  (d) No Law Prohibiting or Restricting  Such Sale.  There shall
not be in effect any law, rule or regulation  prohibiting  or  restricting  such
sale or  requiring  any consent or  approval of any person  which shall not have
been  obtained  to issue  the  Shares  (except  as  otherwise  provided  in this
Agreement).
                                    SECTION 6

                      Conditions to Obligations of Company

         6.1 Conditions to Obligations of Company.  The Company's  obligation to
sell and issue the Shares at the Closing is, at the option of the Company, which
may waive any such  conditions  to the extent  permitted by law,  subject to the
fulfillment on or prior to the Closing Date of the following conditions:

                  (a)    Representations    and    Warranties    Correct.    The
representations  and warranties made by the Purchasers in Section 4 hereof shall
be true and correct in all material  respects  when made,  and shall be true and
correct in all  material  respects on the  Closing  Date with the same force and
effect  as  if  they  had  been  made  on  and  as  of  said  date  (except  for
representations  and warranties  made as of a specified  date,  which need to be
true and correct in all material  respects only as of the specified  date),  and
the foregoing shall be certified in writing by each Purchaser.

                  (b)  Covenants.  All  covenants,   agreements  and  conditions
contained in this Agreement to be performed by the Purchasers on or prior to the
Closing  Date  shall  have  been  performed  or  complied  with in all  material
respects, and the foregoing shall be certified in writing by each Purchaser.

                  (c) No Legal Order Pending.  There shall not then be in effect
any legal or other order enjoining or restraining the transactions  contemplated
by this Agreement.

                  (d) No Law Prohibiting or Restricting  Such Sale.  There shall
not be in effect any law, rule or regulation  prohibiting  or  restricting  such
sale or  requiring  any consent or  approval of any person  which shall not have
been  obtained  to issue  the  Shares  (except  as  otherwise  provided  in this
Agreement).

                  (e) Nasdaq  Approval  Obtained.  The approval by Nasdaq of the
transactions  contemplated  by this  Agreement  shall have been obtained  (which
approval  confirms that the transaction can be consummated  without  shareholder
approval).
                                    SECTION 7

                                   Definitions

         7.1 Certain Definitions. As used in this Agreement, the following terms
shall have the following meanings:

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

                  (b) "Business  Day" shall mean a day Monday  through Friday on
which banks are generally open for business in Texas.

                  (c) "Holders" shall mean the Purchasers and any person holding
Registrable   Securities  to  whom  the  rights  under  Section  8.1  have  been
transferred in accordance with Section 8.1(h) hereof.

                                       12
<PAGE>

                  (d) "Person" shall mean any person,  individual,  corporation,
partnership,  trust or other nongovernmental  entity or any governmental agency,
court,  authority  or other body  (whether  foreign,  federal,  state,  local or
otherwise).

                  (e) The  terms  "register,"  "registered"  and  "registration"
refer to the  registration  effected  by  preparing  and  filing a  registration
statement in compliance with the Securities Act, and the declaration or ordering
of the effectiveness of such registration statement.

                  (f ) "Registrable  Securities" shall mean (A) the Shares,  (B)
the Warrants and the Warrant  Shares,  and (C) any shares of Common Stock issued
as (or issuable  upon the  conversion  of any warrant,  right or other  security
which is issued  as) a  dividend  or other  distribution  with  respect to or in
replacement of the Shares;  provided,  however,  that  securities  shall only be
treated as Registrable  Securities if and only for so long as they are held by a
Holder or a permitted  transferee pursuant to subsection 8.1(h) and (I) have not
been disposed of pursuant to a registration  statement declared effective by the
SEC, (II) have not been sold in a transaction  exempt from the  registration and
prospectus  delivery  requirements  of the  Securities  Act so that all transfer
restrictions  and restrictive  legends with respect thereto are removed upon the
consummation  of such sale,  or (III) such  Holder may sell under Rule 144 under
the Securities Act in a three-month period all Registrable  Securities then held
by such Holder.

                  (g)  "Registration  Expenses" shall mean all expenses incurred
by the Company in  complying  with Section  8.1(a)  hereof,  including,  without
limitation, all registration,  qualification and filing fees, printing expenses,
escrow fees,  fees and  expenses of counsel for the  Company,  blue sky fees and
expenses  (for a  reasonable  number of states)  and the  expense of any special
audits incident to or required by any such  registration (but excluding the fees
of legal counsel for any Holder).

                  (h)      "Registration  Statement"  shall  have the  meaning
ascribed  to such  term in  Section 8.1(a).

                  (i)  "Registration  Period" shall have the meaning ascribed to
such term in Section 8.1(c).

                  (j) "Selling  Expenses" shall mean all underwriting  discounts
and selling  commissions  and similar fees applicable to the sale of Registrable
Securities  and all fees and  expenses  of legal  counsel for any Holder and all
transfer taxes.
                                    SECTION 8

                                    Covenants

         8.1      Registration Rights.

                  (a) Registration.  No later than 30 days following the Closing
Date,  the  Company  will  file  a  registration  statement  (the  "Registration
Statement")  on Form S-3 with the SEC and will use its  reasonable  best efforts
for such Registration Statement to be declared effective by the SEC. The Company
will use its reasonable best efforts to effect the registration,  qualifications
or compliances  (including,  without  limitation,  the execution of any required
undertaking to file post-effective amendments,  appropriate qualifications under
applicable blue sky or other state  securities  laws and appropriate  compliance
with  applicable  securities  laws,  requirements  or  regulations) as may be so
reasonably requested and as would permit or facilitate the sale and distribution
of all Registrable Securities;  provided that the Company shall not be obligated
to take any  action to effect  any such  state  registration,  qualification  or
compliance pursuant to this subsection 8.1(a) in any particular  jurisdiction in
which the Company  would be required to execute a general  consent to service of
process in effecting such  registration,  qualification or compliance unless the
Company  is  already  subject  to  service  or is  required  to  qualify in such
jurisdiction,  as the  case  may  be,  and  except  as may  be  required  by the
Securities Act.

                                      13
<PAGE>

                  (b)  Expenses  of  Registration.   All  Registration  Expenses
incurred  in  connection  with any  registration,  qualification  or  compliance
pursuant  to  subsection  8.1(a)  shall  be borne by the  Company.  All  Selling
Expenses  relating  to the sale of  securities  registered  by or on  behalf  of
Holders  shall be borne by such  Holders  pro rata on the basis of the number of
securities  so  registered   except  to  the  extent  such  Selling  Expense  is
specifically attributable to one Holder, in which case it shall be borne by such
Holder.

                  (c) Registration Procedures.  In the case of the registration,
qualification or compliance  effected by the Company pursuant to this Agreement,
the Company will, upon reasonable  request,  inform each Holder as to the status
of such registration,  qualification and compliance.  At its expense the Company
will during such time as the Holder holds Registrable Securities:

                           (i)      use  its  reasonable  best  efforts  to keep
such   registration,   and  any qualification  or  compliance  under  state
securities  laws which the  Company determines to obtain,  effective  until at
least the second  anniversary  of the Closing Date or until the Holders have
completed the  distribution  described in the registration statement relating
thereto, whichever first occurs;

                          (ii)     furnish such number of  prospectuses  and
other documents  incident  thereto as the Holders from time to time may
reasonably request;

                         (iii)     use its reasonable best efforts to register
or qualify such Registrable  Shares under such other securities or blue sky laws
of such jurisdictions as any Holder reasonably  requests  and do any and all
other  acts and  things  which  may be reasonably  necessary  or  advisable  to
enable  such Holder to  consummate  the disposition  of  the  Registrable
Securities  owned  by  such  Holder  in  such jurisdictions;  provided, that the
Company  will not be required to (A) qualify generally  to do business in any
jurisdiction  where it would not  otherwise be required to qualify but for this
Section 8.1(c), or(B subject itself to income taxation in any such jurisdiction;

                          (iv)     notify  each  Holder  of  such  Registrable
Securities,  at  any  time  when a prospectus  relating  thereto is required to
be delivered  under the  Securities Act, of the happening of any event as a
result of which the prospectus  included in such registration statement contains
an untrue statement of a material fact or omits any fact necessary to make the
statements therein not misleading,  and, at the request of any such Holder,  the
Company  will  prepare a  supplement  or amendment to such prospectus so that,
as thereafter  delivered to the purchasers of such  Registrable  Securities,
such  prospectus  will not  contain an untrue statement  of a material  fact or
omit to state any fact  necessary  to make the
statements therein not misleading;

                           (v)      cause  all  such  Registrable  Securities
to  be  listed  or  quoted  on  each securities  exchange or automated quotation
system on which  similar  securities  issued by the Company are then
listed or quoted; and

                           (vi)     appoint a transfer agent and registrar for
all such Registrable  Securities not later than the effective date of such
Registration Statement.

The period of time during  which the Company is required  hereunder  to keep the
Registration  Statement  effective  is referred  to herein as "the  Registration
Period."

                  (d) Delay of Registration.  The Holders shall have no right to
take any action to restrain, enjoin or otherwise delay any registration pursuant
to subsection  8.1(a) hereof as a result of any controversy  that may arise with
respect to the interpretation or implementation of this Agreement.
                                       14
<PAGE>

                  (e)      Indemnification.

                           (i)     To the extent  permitted  by law, the Company
will  indemnify each Holder and each person  controlling  such Holder within the
meaning  of  Section  15 of the  Securities  Act,  with  respect  to  which  any
registration,  qualification  or compliance  has been effected  pursuant to this
Agreement,  and each person who controls any  underwriter  within the meaning of
Section 15 of the Securities Act (each an  "Indemnitee"),  against all expenses,
claims,  losses,  damages  and  liabilities  (or  actions in  respect  thereof),
ncluding  any  of the  foregoing  incurred  in  settlement  of  any  litigation,
commenced or  threatened,  arising out of or based on any untrue  statement of a
material fact  contained in any  registration  statement,  prospectus,  offering
circular or other document, or any amendment or supplement thereof,  incident to
any such registration,  qualification or compliance, or based on any omission to
state therein a material fact required to be stated therein or necessary to make
the statements  therein not  misleading,  and will reimburse each Indemnitee for
reasonable legal and any other expenses  reasonably  incurred in connection with
investigating, preparing or defending any such claim, loss, damage, liability or
action;  provided  that the Company will not be liable to any  Indemnitee in any
such  case to the  extent  that any  untrue  statement  or  omission  is made in
reliance  upon and in  conformity  with  written  information  furnished  to the
Company by an instrument  duly executed by or on behalf of such  Indemnitee  and
stated to be specifically for use in preparation of such registration statement,
prospectus,  offering circular or other document;  and provided that the Company
will not be liable in any such case where the expense,  claim,  loss,  damage or
liability  arises out of or is  related  to the  failure of the Holder to comply
with the covenants and agreements  contained in this Agreement  respecting sales
of  Registrable  Securities;  and,  provided,  further,  that the indemnity with
respect to any  preliminary  prospectus  shall not apply to the extent  that any
such claim,  loss, damage or liability results from the fact that a current copy
of the prospectus was not sent or given to the person asserting any such claims,
losses,  damages or liabilities at or prior to the written  confirmation  of the
sale of the Registrable Securities confirmed to such person if such current copy
of the prospectus  would have cured the defect giving rise to such claim,  loss,
damage or liability.

                           (ii)     To the extent  permitted by law, each Holder
 will  severally,  if  Registrable
Securities  held by such Holder are included in the  securities as to which such
registration,  qualification  or  compliance  is being  effected,  indemnify the
Company and each person who controls the Company or such underwriter  within the
meaning of Section 15 of the Securities Act, against all claims, losses, damages
and liabilities (or actions in respect thereof),  including any of the foregoing
incurred in settlement of any litigation,  commenced or threatened,  arising out
of or  based  on any  untrue  statement  of a  material  fact  contained  in any
registration statement,  prospectus, offering circular or other document, or any
amendment   or   supplement   thereof,   incident  to  any  such   registration,
qualification  or  compliance,  or based on any  omission  to  state  therein  a
material fact required to be stated  therein or necessary to make the statements
therein not misleading,  or any failure by a Holder to comply with the covenants
or agreements contained in this Agreement respecting the Registrable  Securities
and will reimburse the Company, such directors,  officers, employees,  partners,
legal  counsel  and  accountants  for  reasonable  legal and any other  expenses
reasonably incurred in connection with investigating, preparing or defending any
such claim, loss,  damage,  liability or action, in each case to the extent, but
only to the extent,  that such untrue  statement or omission is made in reliance
upon and in conformity with written  information  furnished to the Company by an
instrument  duly  executed  by or on  behalf  of the  Holder  and  stated  to be
specifically for use in preparation of such registration statement,  prospectus,
offering circular or other document; provided that the indemnity with respect to
any preliminary  prospectus shall not apply to the extent that such claim, loss,
damage or liability  results from the fact that a current copy of the prospectus
                                       15
<PAGE>

was not sent or given to the person  asserting any such claim,  loss,  damage or
liability at or prior to the written confirmation of the sale of the Registrable
Securities confirmed to such person if such current copy of the prospectus would
have cured the defect  giving  rise to such loss,  claim,  damage or  liability.
Notwithstanding the foregoing, in no event shall a Holder be liable for any such
claims,  losses,  damages or liabilities  in excess of the proceeds  received by
such Holder in the offering, except in the event of fraud by such Holder.

                           (iii) Each party  entitled to  indemnification  under
this subsection 8.1(e) (the
"Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation  resulting  therefrom,  provided  that  counsel for the  Indemnifying
Party,  who shall  conduct  the  defense of such claim or  litigation,  shall be
approved by the  Indemnified  Party (whose  approval shall not  unreasonably  be
withheld),  and the  Indemnified  Party may  participate in such defense at such
party's expense,  and provided further that the failure of any Indemnified Party
to give notice as provided  herein shall not relieve the  Indemnifying  Party of
its obligations under this Agreement,  unless such failure is prejudicial to the
Indemnifying Party in defending such claim or litigation.  An Indemnifying Party
shall not be liable for any  settlement of an action or claim  effected  without
its written consent (which consent will not be unreasonably withheld).

                           (iv)     If the  indemnification  provided  for in
this  subsection  8.1(e) is held by a
court of competent  jurisdiction to be unavailable to an Indemnified  Party with
respect to any loss,  liability,  claim,  damage or expense referred to therein,
then the  Indemnifying  Party, in lieu of indemnifying  such  Indemnified  Party
thereunder,  shall  contribute to the amount paid or payable by such Indemnified
Party as a result of such  loss,  liability,  claim,  damage or  expense in such
proportion as is appropriate  to reflect the relative fault of the  Indemnifying
Party on the one hand and of the  Indemnified  Party on the other in  connection
with the statements or omissions which resulted in such loss, liability,  claim,
damage or expense as well as any other relevant  equitable  considerations.  The
relative fault of the Indemnifying  Party and of the Indemnified  Party shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue  statement of a material  fact or the  omission to state a material  fact
relates to information  supplied by the Indemnifying Party or by the Indemnified
Party and the parties'  relative  intent,  knowledge,  access to information and
opportunity to correct or prevent such statement or omission.

                  (f )     Covenants of Holders.

                           (i)      Each Holder  agrees  that,  upon  receipt of
 any notice from the Company of the
happening of any event requiring the preparation of a supplement or amendment to
a prospectus relating to Registrable Securities so that, as thereafter delivered
to the  Holders,  such  prospectus  will not  contain an untrue  statement  of a
material fact or omit to state any material  fact required to be stated  therein
or necessary to make the  statements  therein not  misleading,  each Holder will
forthwith  discontinue  disposition  of Registrable  Securities  pursuant to the
registration  statement  contemplated by subsection  8.1(a) until its receipt of
copies of the  supplemented  or amended  prospectus  from the Company and, if so
directed by the Company,  each Holder  shall  deliver to the Company all copies,
other than  permanent  file  copies  then in such  Holder's  possession,  of the
prospectus  covering such Registrable  Securities current at the time of receipt
of such notice.

                           ii)      Each Holder severally agrees for a period of
 time (not to exceed 90 days) from
the  effective  date of any  registration  (other than a  registration  effected
solely to implement an employee  benefit  plan) of securities of the Company for
any  underwritten  offering  in which  securities  of the Company are sold (upon
request of the Company or of the underwriters managing any underwritten offering
to the Company's  securities) not to sell,  make any short sale of, loan,  grant
any  option  for the  purchase  of,  or  otherwise  dispose  of any  Registrable
Securities  or any other stock of the Company  held by such  Holder,  other than
shares of  Registrable  Securities  included in such  registration,  without the
prior written consent of the Company or such  underwriters,  as the case may be;
                                       16
<PAGE>

provided that this  obligation  is subject to the  condition  that all executive
officers and directors of the Company shall enter into similar agreements.  Each
Holder  agrees to suspend,  upon  request of the  Company,  any  disposition  of
Registrable  Securities  pursuant to the  Registration  Statement and prospectus
contemplated  by subsection  8.1(a) during any period,  not to exceed one 45-day
period per circumstance or development and not to exceed 90 days in any 12-month
period, when the Company determines in good faith that offers and sales pursuant
thereto  should not be made by reason of the presence of  material,  undisclosed
circumstances or developments with respect to which the disclosure that would be
required in such a prospectus is premature,  would have an adverse effect on the
Company or is otherwise  inadvisable.  Any such request by the Company  shall be
held confidential by the Holder.

                           (iii)    Each  Holder  agrees  to notify the Company,
  at any time  when a  prospectus
relating to the  registration  statement  contemplated  by subsection  8.1(a) is
required to be delivered by it under the  Securities  Act, of the  occurrence of
any event relating to the Holder which requires the  preparation of a supplement
or  amendment  to such  prospectus  so  that,  as  thereafter  delivered  to the
purchasers of Registrable Securities, such prospectus will not contain an untrue
statement of a material  fact or omit to state any material  fact required to be
stated  therein or  necessary  to make the  statements  therein  not  misleading
relating to the Holder,  and each Holder shall  promptly  make  available to the
Company the  information to enable the Company to prepare any such supplement or
amendment.  Each Holder also agrees that,  upon  delivery of any notice by it to
the  Company of the  happening  of any event of the kind  described  in the next
preceding  sentence of this  subsection,  the Holder will forthwith  discontinue
disposition of Registrable  Securities  pursuant to such registration  statement
until its  receipt  of the  copies of the  supplemental  or  amended  prospectus
contemplated by this subsection, which the Company shall promptly make available
to each Holder and, if so directed by the Company,  each Holder shall deliver to
the Company all copies,  other than  permanent file copies then in such Holder's
possession,  of the prospectus  covering such Registrable  Securities current at
the time of receipt of such notice.

                           (iv)     Each Holder shall promptly  furnish to the
Company such  information  regarding
such  Holder and the  distribution  proposed  by such  Holder as the Company may
request in writing or as shall be required in connection with any  registration,
qualification  or  compliance  referred to in this  Section 8.1. The Holder will
promptly keep the Company  informed as to all sales of  Registerable  Securities
made under the  Registration  Statement  and assist the Company in updating such
information in the Registration Statement and any prospectus supplement relating
thereto.

                           (v)      (a) Each  Holder hereby  covenants with the
Company (1) not to make any sale of
the Shares  without  effectively  causing the prospectus  delivery  requirements
under the Securities Act to be satisfied,  and (2) if such Shares are to be sold
by  any  method  or in any  transaction  other  than  on a  national  securities
exchange, in the over-the-counter market, on the Nasdaq, in privately negotiated
transactions,  or in a  combination  of such  methods,  to notify the Company at
least five business  days prior to the date on which the Purchaser  first offers
to sell any such Shares.

                           (vi)     Each  Holder  acknowledges  and agrees  that
 the  Registrable  Securities  sold
pursuant  to the  registration  statement  described  in  this  Section  are not
transferable on the books of the Company unless the stock certificate  submitted
to the transfer  agent  evidencing  such Shares is  accompanied by a certificate
reasonably  satisfactory  to the Company to the effect that (A) the  Registrable
Securities have been sold in accordance with such registration statement and (B)
the requirement of delivering a current prospectus has been satisfied.

                                       17
<PAGE>

                           (vii)    Each Holder agrees that it will not effect
any  disposition of the  Registrable
Securities that would constitute a sale within the meaning of the Securities Act
except as contemplated in the registration statement referred to in this Section
8.1. Each Holder agrees not to take any action with respect to any  distribution
deemed to be made pursuant to such  registration  statement  that  constitutes a
violation of Regulation M under the Exchange Act or any other  applicable  rule,
regulation or law.

                  (g) Rule 144 Reporting. With a view to making available to the
Holders the benefits of certain  rules and  regulations  of the SEC which at any
time  permit  the  sale of the  Registrable  Securities  to the  public  without
registration, the Company agrees to use its reasonable best efforts to:

                           (i)      make and keep public information  available,
as those terms are understood and
defined in Rule 144 under the Securities Act, at all times;

                           (ii)     file with the SEC in a timely manner all
reports and other  documents  required
of the Company under the Exchange Act; and

                           (iii)    so long as a Holder owns any unregistered
Registrable  Securities,  furnish to
such Holder upon any reasonable request a written statement by the Company as to
its compliance  with Rule 144 under the Securities Act, and of the Exchange Act,
a copy of the most recent  annual or quarterly  report of the Company,  and such
other reports and documents of the Company as such Holder may reasonably request
in availing  itself of any rule or  regulation  of the SEC  allowing a Holder to
sell any such securities without registration.

                  (h) Transfer of Registration  Rights.  The rights to cause the
Company to register Registrable Securities granted to the Holders by the Company
under  subsection  8.1(a) may be assigned in full by a Holder to an Affiliate of
such Holder;  provided  that:  (i) such  transfer  may  otherwise be effected in
accordance with applicable securities laws; (ii) such Holder gives prior written
notice to the Company; and (iii) such transferee agrees to comply with the terms
and provisions of this Agreement including, without limitation, the restrictions
in Section 4.6 and such transfer is otherwise in compliance with this Agreement.
Except as  specifically  permitted by this paragraph (h), the rights of a Holder
with  respect  to  Registrable  Securities  as  set  out  herein  shall  not  be
transferable  to any other Person,  and any attempted  transfer  shall cause all
rights of such Holder therein to be forfeited.

                  (i) Waivers and  Amendments.  With the written  consent of the
Company  and  the  Holders  holding  at  least  a  majority  of the  Registrable
Securities (including Registrable Securities issuable pursuant to the Warrants),
any  provision  of this  Section  8.1 may be waived  (either  generally  or in a
particular  instance,  either  retroactively or  prospectively  and either for a
specified period of time or  indefinitely) or amended.  Upon the effectuation of
each such waiver or amendment,  the Company shall  promptly give written  notice
thereof to the Holders,  if any, who have not previously received notice thereof
or consented thereto in writing.

         8.2  Disposition.  The  Purchaser  has not and will not make any offer,
sale or other  transfer  of the Shares by any means  which would not comply with
applicable  law or this  Agreement  or which  would  otherwise  impose  upon the
Company any obligation to satisfy any public filing or registration requirement.
The  Purchaser  understands  and agrees  that any  disposition  of the Shares in
violation of this Agreement  shall be null and void, and that no transfer of the
Shares  shall be made by the Company or the  transfer  agent for the Shares upon
the Company's  stock  transfer  books or records unless and until there has been
compliance with the terms of this Agreement,  the Securities Act, any applicable
state and foreign securities law and any other laws. The Purchaser will not sell
or transfer the Shares unless:

                  (a) there is then in effect a registration statement under the
Securities Act covering such proposed  disposition and such  disposition is made
in accordance with such Registration Statement; or
18
<PAGE>

                  (b) it  shall  have  notified  the  Company  of  the  proposed
disposition  and shall have  furnished the Company with a detailed  statement of
the  circumstances  surrounding  the  proposed  disposition,  and it shall  have
furnished the Company with an opinion of counsel, reasonably satisfactory to the
Company that such  disposition is exempt from  registration of such shares under
the Securities Act or any applicable state, foreign or other securities laws.
The  Purchaser  will  not  transfer  the  Shares,  other  than  pursuant  to the
Registration  Statement or in a transaction  that complies with Rule 144, unless
the transferee makes the representations and warranties to the Company contained
in this  Agreement  and  agrees  to be bound  by the  restrictions  on  transfer
(including the registration  provisions)  contained herein to the same extent as
if it were the  original  Purchaser.  Without  limiting  the  generality  of any
provision  contained  herein,  at any time it owns Shares the Purchaser and each
transferee must and does agree that it and its respective Affiliates will comply
with all provisions of Section 4.6.

                                    SECTION 9

                                  Miscellaneous

         9.1 Termination of Agreement.  The Company may terminate its obligation
to perform or observe  any of its  covenants  and  agreements  hereunder  to any
Purchaser if such Purchaser  violates in a material  respect any of the material
covenants or agreements of the Purchaser under this  Agreement,  and a Purchaser
may  terminate  its  obligations  to perform or observe any of its covenants and
agreements hereunder if the Company violates or fails to perform in any material
respect any of the material  covenants or  agreements  of the Company under this
Agreement to such Purchaser; provided, however, that neither the Company nor the
Purchaser,  as the case may be, may terminate any of its obligations  under this
Agreement  pursuant  to this  sentence  unless it shall have  delivered  written
notice of such default to the other party and such  default  shall not have been
cured within 30 days after the delivery of such notice.

         9.2 GOVERNING LAW. THIS AGREEMENT  SHALL BE GOVERNED IN ALL RESPECTS BY
THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO  CONTRACTS  ENTERED  INTO SOLELY
BETWEEN RESIDENTS OF, AND TO BE PERFORMED ENTIRELY WITHIN, SUCH STATE.

         9.3 Survival;  Reliance. The representations and warranties in Sections
3 and 4 of this Agreement shall survive any investigation made by the Purchasers
or the  Company  for a  period  of one  year  after  the  Closing  in  question.
Thereafter,  such  representations  and  warranties  shall  expire  and be of no
further force and effect,  and no cause of action may be brought with respect to
any breach thereof unless a written notice  specifying the nature and the amount
of the claims shall have been delivered by the Company or the Purchasers, as the
case may be, with respect thereto, on or before one year after the Closing Date.
Any representation or warranty contained herein may be relied upon by counsel to
the Company in  connection  with any opinion  delivered in  connection  with the
transactions contemplated hereby.

         9.4  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 the obligations of the Company pursuant to
Section  8.1 shall not  survive  (as  obligations  of the  Company  or any other
entity)  a merger  involving  the  Company,  in  which  the  Company  is not the
surviving  entity or following which the Company is a wholly owned subsidiary of
another entity.  Except as otherwise provided in this Agreement,  this Agreement
may not be assigned by a party  without the prior  written  consent of the other
party except by operation of law, in which case the assignee shall be subject to
all of the provisions of this Agreement.

                                       19
<PAGE>

         9.5 Notices and Dates.  Any notice or other  communication  given under
this Agreement shall be sufficient if in writing and will be effective as of (a)
the date of receipt if  delivered by hand,  by  messenger  or by courier,  or by
Federal Express or similar delivery service,  or transmitted by facsimile,  to a
party at its  address  set forth  below (or at such  other  address  as shall be
designated for such purpose by such party in a written notice to the other party
hereto) or (b) three days after the date when the same shall have been posted by
registered  mail,  return  receipt  requested,  in any post office in the United
States of America, postage prepaid and addressed to the party at such address:

                  (i)      if to the Company:

                           Edge Petroleum Corporation
                           1111 Bagby, Suite 2100
                           Houston, Texas 77002
                           Attn:  Chief Financial Officer
                           (Facsimile) (713) 654-7722

                 (ii)     if to Purchasers, then to the addresses set forth at
Exhibit A.

                  Each such notice or other communication shall for all purposes
of this Agreement be treated as effective or having been given when delivered if
delivered personally, by messenger or by courier, or, if sent by facsimile, upon
confirmation of receipt.

         9.6 Specific Performance. 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 its  specific  terms or were
otherwise  breached  and that  such  damage  would not be  compensable  in money
damages and that it would be extremely difficult or impracticable to measure the
resultant  damages.  It is  accordingly  agreed that any party  hereto  shall be
entitled to an injunction or injunctions  to prevent  breaches of the provisions
of this Agreement and to enforce  specifically the terms and provisions  hereof,
in addition to any other remedy to which it may be entitled at law or in equity,
and such party that is sued for breach of this  Agreement  expressly  waives any
defense  that a remedy in damages  would be adequate  and  expressly  waives any
requirement in an action for specific  performance  for the posting of a bond by
the party bringing such action.

         9.7  Further  Assurances.  The parties  hereto  shall do and perform or
cause to be done and  performed  all such  further  acts and  things  and  shall
execute and  deliver all such other  agreements,  certificates,  instruments  or
documents as any other party may  reasonably  request from time to time in order
to carry out the intent and purposes of this Agreement and the  consummation  of
the transactions contemplated hereby.

         9.8  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts,  each of which may be executed  by fewer than all of the  parties,
each of which shall be enforceable  against the parties actually  executing such
counterparts, and all of which together shall constitute one instrument.

         9.9  Severability.  In the event that any  provision of this  Agreement
becomes or is  declared  by a court of  competent  jurisdiction  to be  illegal,
unenforceable  or void,  this Agreement  shall continue in full force and effect
without said provision; provided that no such severability shall be effective if
it materially changes the economic impact of this Agreement on any party.

         9.10 Captions.  Headings of the various sections of this Agreement have
been inserted for  convenience of reference only and shall not be relied upon in
construing this Agreement. Use of any gender herein to refer to any person shall
be deemed to  comprehend  masculine,  feminine  and neuter  unless  the  context
clearly requires otherwise.

         9.11 Public Statements. The Purchasers severally agree not to issue any
public  statement  with  respect  to  the  Purchasers'  investment  or  proposed
investment in the Company or the terms of any agreement or covenant between them
and the  Company  without  the  Company's  prior  written  consent,  except such
disclosures  as may be required  under  applicable  law or under any  applicable
order, rule or regulation.

                                       20
<PAGE>

         9.12  Brokers.  Except as  otherwise  disclosed  by the  parties to one
another,  each  of the  Company  and the  Purchasers  severally  represents  and
warrants to the others that it has not engaged,  consented to or authorized  any
broker, finder or intermediary to act on its behalf, directly or indirectly,  as
a  broker,   finder  or  intermediary   in  connection  with  the   transactions
contemplated  by this Agreement.  Each of the Company and the Purchasers  hereby
severally  agrees to indemnify and hold harmless the others from and against all
fees,  commissions  or other payments owing to any such person or firm acting on
behalf of such Person hereunder.

         9.13 Costs and Expenses.  Each party hereto shall pay its own costs and
expenses  incurred in  connection  herewith,  including the fees of its counsel,
auditors and other representatives, whether or not the transactions contemplated
herein are consummated.

         9.14 No Third-Party  Rights.  Nothing in this Agreement shall create or
be deemed  to create  any  rights  in any  person or entity  not a party to this
Agreement except for such rights as may exist by virtue of any contract or other
agreement existing on the date hereof.

         9.15 Entire Agreement; Amendment. Except any confidentiality agreements
entered  into by the Company and any  Purchaser,  this  Agreement  and the other
documents delivered pursuant hereto (including the Warrant Agreement) constitute
the full and entire  understanding and agreement between the parties with regard
to the subject matter hereof and thereof and supersede all prior  agreements and
understandings among the parties relating to the subject matter hereof. No party
shall be  liable or bound to any other  party in any  manner by any  warranties,
representations  or covenants except as specifically  set forth herein.  Neither
this  Agreement  nor any term  hereof  may be  amended,  waived,  discharged  or
terminated other than by a written  instrument  signed by the party against whom
enforcement of any such amendment,  waiver,  discharge or termination is sought;
provided that any provision of this  Agreement,  other than Section 8.1 (waivers
and  amendments  of which are  governed  by  Section  8.1(i)),  may be waived or
modified on behalf of all of the Purchasers with the consent of those Purchasers
owning two-thirds of the Shares purchased  hereunder and that are still held (at
the time of such waiver or modification) by any Purchaser.

                                       21
<PAGE>
                                 Signature Page

                                     241,379
                         -------------------------------
                         Number of Shares Subscribed For

                                     72,414
                        --------------------------------
                        Number of Warrants Subscribed For

                        Special Situations Fund III, L.P.
         ---------------------------------------------------------------
         Names(s) Exactly as to Appear on Stock and Warrant Certificates


/s/ David Greenhouse
--------------------
Signature                                      Signature (if purchasing jointly)

David Greenhouse
---------------------
Name Typed or Printed                          Name Typed or Printed

153 East 53rd
-----------------
Residence Address                              Residence Address

New York, NY  10022
------------------------
City, State and Zip Code                       City, State and Zip Code

(212) 832-5300
-------------------
Telephone--Business                            Telephone--Business

--------------------
Telephone--Residence                           Telephone--Residence

13-3737427
-----------------------------------------
Tax Identification or Social Security No.

Tax Identification or Social Security No.


NASD Affiliation or Association, if any:
         If None, check here: |X|

Name in which securities should be issued:    Special Situations Funds III, L.P.
                                              ----------------------------------
Dated:  April 30, 1999
----------------------
         This Common Stock  Subscription  Agreement is agreed to and accepted as
of April 30, 1999.

                                                     EDGE PETROLEUM CORPORATION


                                                     /s/ Michael G. Long
                                                    --------------------
                                                     By: Michael G. Long
                                                 Its: Senior Vice President
                                                  and Chief Financial Officer

                                       22
<PAGE>

                                 Signature Page

                                     80,460
                         -------------------------------
                         Number of Shares Subscribed For

                                     24,138
                        ---------------------------------
                        Number of Warrants Subscribed For

                      Special Situations Cayman Fund, L.P.
         ---------------------------------------------------------------
         Names(s) Exactly as to Appear on Stock and Warrant Certificates


/s/ David Greenhouse
--------------------
Signature                                     Signature (if purchasing jointly)

David Greenhouse
---------------------
Name Typed or Printed                         Name Typed or Printed

153 East 53rd
-----------------
Residence Address                             Residence Address

New York, NY  10022
------------------------
City, State and Zip Code                      City, State and Zip Code

(212) 832-5300
------------------
Telephone--Business                           Telephone--Business

--------------------
Telephone--Residence                          Telephone--Residence

98-0132442
----------------------------------------
Tax Identification or Social Security No.
Tax Identification or Social Security No.


NASD Affiliation or Association, if any:
         If None, check here: |X|

Name in which securities should be issued:  Special Situations Cayman Fund, L.P.

Dated:  April 30, 1999

         This Common Stock  Subscription  Agreement is agreed to and accepted as
of April 30, 1999.

                                                     EDGE PETROLEUM CORPORATION


                                                     /s/ Michael G. Long
                                                     -------------------
                                                     By: Michael G. Long
                                                  Its: Senior Vice President
                                                  and Chief Financial Officer

                                       23
<PAGE>

                                 Signature Page

                                     228,161
                         -------------------------------
                         Number of Shares Subscribed For

                                     68,448
                        ---------------------------------
                        Number of Warrants Subscribed For

                  Special Situations Private Equity Fund, L.P.
         ---------------------------------------------------------------
         Names(s) Exactly as to Appear on Stock and Warrant Certificates


/s/ David Greenhouse
--------------------
Signature                                   Signature (if purchasing jointly)

David Greenhouse
---------------------
Name Typed or Printed                       Name Typed or Printed

153 East 53rd
-----------------
Residence Address                           Residence Address

New York, NY  10022
------------------------
City, State and Zip Code                    City, State and Zip Code

         ) 832-5300
-------------------
Telephone--Business                         Telephone--Business

--------------------
Telephone--Residence                        Telephone--Residence

13-3916551
-----------------------------------------
Tax Identification or Social Security No.
Tax Identification or Social Security No.


NASD Affiliation or Association, if any:
         If None, check here: |X|

Name in which securities should be issued:
Special Situations Private Equity Fund, L.P.

Dated:  April 30, 1999

         This Common Stock  Subscription  Agreement is agreed to and accepted as
of April 30, 1999.

                                                     EDGE PETROLEUM CORPORATION


                                                     /s/ Michael G. Long
                                                     -------------------
                                                     By: Michael G. Long
                                                  Its: Senior Vice President
                                                  and Chief Financial Officer

                                       24
<PAGE>


                                 Signature Page

                                     19,000
                         -------------------------------
                         Number of Shares Subscribed For

                                      5,700
                        ---------------------------------
                        Number of Warrants Subscribed For

                                  Mark G. Egan
         ---------------------------------------------------------------
         Names(s) Exactly as to Appear on Stock and Warrant Certificates


/s/ Mark G. Egan
----------------
Signature                                     Signature (if purchasing jointly)

Mark G. Egan
---------------------
Name Typed or Printed                         Name Typed or Printed

730 Valley Road
-----------------
Residence Address                             Residence Address

Glencoe, IL  60022
------------------------
City, State and Zip Code                      City, State and Zip Code

(312) 419-1880
-------------------
Telephone--Business                           Telephone--Business

--------------------
Telephone--Residence                          Telephone--Residence

###-##-####
----------------------------------------
Tax Identification or Social Security No.
Tax Identification or Social Security No.


NASD Affiliation or Association, if any:
         If None, check here: |X|

Name in which securities should be issued:           Mark G. Egan

Dated:  April 30, 1999

         This Common Stock  Subscription  Agreement is agreed to and accepted as
of April 30, 1999.

                                                     EDGE PETROLEUM CORPORATION


                                                     /s/ Michael G. Long
                                                     By: Michael G. Long
                                                  Its: Senior Vice President
                                                  and Chief Financial Officer
                                       25

<PAGE>

                                 Signature Page

                                     681,000
                         -------------------------------
                         Number of Shares Subscribed For

                                     204,300
                        ---------------------------------
                        Number of Warrants Subscribed For

                           The Private Investment Fund
         ---------------------------------------------------------------
         Names(s) Exactly as to Appear on Stock and Warrant Certificates


/s/ Mark G. Egan
----------------
Signature                                      Signature (if purchasing jointly)

Mark G. Egan President, Marlin Capital Corp.,
the general partner of The Private Investment
Fund, a limited partnership
---------------------------------------------
Name Typed or Printed                          Name Typed or Printed

11 S. LaSalle St., Suite 3310
-----------------------------
Residence Address                              Residence Address

Chicago, IL  60603
------------------------
City, State and Zip Code                       City, State and Zip Code

(312) 419-1880
-------------------
Telephone--Business                            Telephone--Business

--------------------
Telephone--Residence                           Telephone--Residence

36-3666954
----------------------------------------
Tax Identification or Social Security No.
Tax Identification or Social Security No.


NASD Affiliation or Association, if any:
         If None, check here: |X|

Name in which securities should be issued:      The Private Investment Fund

Dated:  April 30, 1999

         This Common Stock  Subscription  Agreement is agreed to and accepted as
of April 30, 1999.

                                                     EDGE PETROLEUM CORPORATION

                                                     /s/ Michael G. Long
                                                     By: Michael G. Long
                                                  Its: Senior Vice President
                                                  and Chief Financial Officer

                                       26
<PAGE>

                                 Signature Page

                                     150,000
                         -------------------------------
                         Number of Shares Subscribed For

                                     45,000
                        ---------------------------------
                        Number of Warrants Subscribed For

         Fidelity Management Trust C/F IRA Rollover F/B/O John W. Elias
                             Account No. 103439037
         ---------------------------------------------------------------
         Names(s) Exactly as to Appear on Stock and Warrant Certificates



Signature                                      Signature (if purchasing jointly)

Fidelity Management Trust C/F IRA Rollover
F/B/O John W. Elias Account No. 103439037
------------------------------------------
Name Typed or Printed                          Name Typed or Printed

Fidelity Investments
One North Franklin, Suite 100
-----------------------------
Residence Address                              Residence Address

Chicago, IL 60606
------------------------
City, State and Zip Code                       City, State and Zip Code

------------------------
Telephone--Business                            Telephone--Business

------------------------
Telephone--Residence                           Telephone--Residence


Tax Identification or Social Security No.
Tax Identification or Social Security No.

NASD Affiliation or Association, if any:
         If None, check here: |_|

Name in which securities should be issued:  Fidelity  Management  Trust
C/F IRA  Rollover  F/B/O  John  W.  Elias Account No. 103439037

Dated:  April 30, 1999

         This Common Stock  Subscription  Agreement is agreed to and accepted as
of April 30, 1999.

                                                     EDGE PETROLEUM CORPORATION

                                                     /s/ Michael G. Long
                                                     By: Michael G. Long
                                                  Its: Senior Vice President
                                                  and Chief Financial Officer

                                       27
<PAGE>






                            CERTIFICATE OF SIGNATORY

        (To be completed if Shares are being subscribed for by an entity)


I, David Greenhouse, am the Managing Director of Special Situations Fund III,
L.P. (the "Entity").

I certify that I am empowered  and duly  authorized by the Entity to execute and
carry out the terms of the Common Stock  Subscription  Agreement and to purchase
and hold the Shares,  and certify  further  that the Common  Stock  Subscription
Agreement  has been  duly and  validly  executed  on behalf  of the  Entity  and
constitutes a legal and binding obligation of the Entity.

IN WITNESS WHEREOF, I have set my hand this 30th day of April, 1999.


                              /s/ David Greenhouse
                              --------------------


                                       28
<PAGE>

                            CERTIFICATE OF SIGNATORY

        (To be completed if Shares are being subscribed for by an entity)


I, David Greenhouse, am the Managing Director of Special Situations Cayman Fund,
L.P. (the "Entity").

I certify that I am empowered  and duly  authorized by the Entity to execute and
carry out the terms of the Common Stock  Subscription  Agreement and to purchase
and hold the Shares,  and certify  further  that the Common  Stock  Subscription
Agreement  has been  duly and  validly  executed  on behalf  of the  Entity  and
constitutes a legal and binding obligation of the Entity.

IN WITNESS WHEREOF, I have set my hand this 30th day of April, 1999.


                              /s/ David Greenhouse

                                       29
<PAGE>

                            CERTIFICATE OF SIGNATORY

        (To be completed if Shares are being subscribed for by an entity)


I, David Greenhouse, am the Managing Director of Special Situations Private
Equity Fund, L.P. (the "Entity").

I certify that I am empowered  and duly  authorized by the Entity to execute and
carry out the terms of the Common Stock  Subscription  Agreement and to purchase
and hold the Shares,  and certify  further  that the Common  Stock  Subscription
Agreement  has been  duly and  validly  executed  on behalf  of the  Entity  and
constitutes a legal and binding obligation of the Entity.

IN WITNESS WHEREOF, I have set my hand this 30th day of April, 1999.


                              /s/ David Greenhouse
                              --------------------



                                       30
<PAGE>

                            CERTIFICATE OF SIGNATORY

        (To be completed if Shares are being subscribed for by an entity)


I, Mark G. Egan, am the President of Marlin  Capital  Corp., the General Partner
of The Private  Investment  Fund (the "Entity").

I certify that I am empowered  and duly  authorized by the Entity to execute and
carry out the terms of the Common Stock  Subscription  Agreement and to purchase
and hold the Shares,  and certify  further  that the Common  Stock  Subscription
Agreement  has been  duly and  validly  executed  on behalf  of the  Entity  and
constitutes a legal and binding obligation of the Entity.

IN WITNESS WHEREOF, I have set my hand this 30th day of April, 1999.


                                /s/ Mark G. Egan
                                ----------------
                                President
                                Marlin  Capital Corp.,  the General  Partner
                                of The Private Investment Fund


                                       31
<PAGE>


                            CERTIFICATE OF SIGNATORY

        (To be completed if Shares are being subscribed for by an entity)


I, _____________________,  am the ____________________ of ___________________
(the "Entity"), which serves as custodian for IRA Rollover F/B/O John W. Elias
Account No. 103439037.

I certify that I am empowered  and duly  authorized by the Entity to execute and
carry out the terms of the Common Stock  Subscription  Agreement and to purchase
and hold the Shares,  and certify  further  that the Common  Stock  Subscription
Agreement  has been  duly and  validly  executed  on behalf  of the  Entity  and
constitutes a legal and binding obligation of the Entity.

IN WITNESS WHEREOF, I have set my hand this 30th day of April, 1999.


                                                  ------------------------------


                                       32
<PAGE>

<TABLE>

                                                      EXHIBIT A

                                               SCHEDULE OF PURCHASERS

------------------------------ -------------------- ------------------ ----------------------- ----------------------------------

                                                                        Purchase Price (Per     Principal Address and Telephone
                                     Number             Number of              Share                      Number and
            Name                    of Shares           Warrants          Plus .3 Warrant)            Fax Number, if any
------------------------------ -------------------- ------------------ ----------------------- ----------------------------------
------------------------------ -------------------- ------------------ ----------------------- ----------------------------------
<S>                                <C>               <C>                 <C>                       <C>
Mark G. Egan                                19,000              5,700                 $5.4375       730 Valley Road
                                                                                                    Glencoe, IL  60022
                                                                                                    312-419-1880
                                                                                                    Fax:  312-419-6818
------------------------------ -------------------- ------------------ ----------------------- ----------------------------------
------------------------------ -------------------- ------------------ ----------------------- ----------------------------------

The Private Investment                     681,000            204,300                 $5.4375       11 S. LaSalle St.
     Fund                                                                                           Suite 3310
                                                                                                    Chicago, IL  60603
                                                                                                    312-419-1880
                                                                                                    Fax:  312-419-6818
------------------------------ -------------------- ------------------ ----------------------- ----------------------------------
------------------------------ -------------------- ------------------ ----------------------- ----------------------------------

Special Situations Private                 228,161             68,448                 $5.4375       153 East 53rd
     Equity Fund, L.P.                                                                              New York, NY  10022
                                                                                                    212-832-5300
                                                                                                    Fax:  212-832-6141
------------------------------ -------------------- ------------------ ----------------------- ----------------------------------
------------------------------ -------------------- ------------------ ----------------------- ----------------------------------

Special Situations                         241,379             72,414                 $5.4375       153 East 53rd
     Fund III, L.P.                                                                                 New York, NY  10022
                                                                                                    212-832-5300
                                                                                                    Fax:  212-832-6141
------------------------------ -------------------- ------------------ ----------------------- ----------------------------------
------------------------------ -------------------- ------------------ ----------------------- ----------------------------------

Special Situations Cayman                   80,460             24,138                 $5.4375       153 East 53rd
     Fund, L.P.                                                                                     New York, NY  10022
                                                                                                    212-832-5300
                                                                                                    Fax:  212-832-6141
------------------------------ -------------------- ------------------ ----------------------- ----------------------------------
------------------------------ -------------------- ------------------ ----------------------- ----------------------------------

Fidelity Management Trust                  150,000             45,000                 $5.4375       Fidelity Investments
C/F Rollover F/B/O John W.                                                                          One North Franklin,
Elias Account No. 103439037                                                                         Suite 100
                                                                                                    Chicago, IL 60606
                                                                                                    Attn: Zack Marshall
------------------------------ -------------------- ------------------ ----------------------- ----------------------------------
</TABLE>


<PAGE>

                                    EXHIBIT B

                                WARRANT AGREEMENT

                  THIS WARRANT AGREEMENT (the  "Agreement"),  dated as of May 6,
1999,  is made and  entered  into by and among  Edge  Petroleum  Corporation,  a
Delaware corporation (the "Company"),  and those persons set forth on Schedule 1
hereto    (collectively   the   "Warrantholders"   and   each   individually   a
"Warrantholder"). This Agreement is being executed in connection with the Common
Stock Subscription  Agreement of even date herewith by and among the Company and
the Warrantholders (the "Purchase Agreement").

                  The Company agrees to issue and sell,  and the  Warrantholders
agree to  severally  purchase,  for an agreed  value of $.125 per  warrant,  the
warrants,  as  hereinafter  described  (the  "Warrants"),  to  purchase up to an
aggregate of the number of shares set forth on Schedule 1 (the "Shares"), of the
Company's  Common  Stock,  par value $.01 per share (the  "Common  Stock").  The
purchase  and sale of the  Warrants  shall occur  contemporaneous  with,  and is
subject to the closing of the Purchase Agreement.

                  In  consideration  of the  foregoing  and for the  purpose  of
defining the terms and provisions of the Warrants and the respective  rights and
obligations thereunder, the Company and the Warrantholders,  for value received,
hereby agree as follows:

                  Section 1. Transferability and Form of Warrants.


                  1.1 Registration.  The Warrants shall be numbered and shall be
registered on the books of the Company when issued.

                  1.2 Limitations on Transfer. The Warrants and the Shares shall
not be sold,  assigned,  transferred  or  pledged  except  upon  the  conditions
specified  in  this  Agreement.  Each  Warrantholder  will  cause  any  proposed
purchaser, assignee, transferee or pledgee of the Warrants or the Shares, except
for  transferees  in  dispositions  of Shares that are  pursuant to an effective
registration statement under the Securities Act of 1933, as amended (the "Act"),
or  dispositions  of Common Stock (but  specifically  including  any transfer of
Warrants)  pursuant  to Rule 144 under  the Act,  to agree to take and hold such
securities  subject to the provisions and upon the conditions  specified in this
Agreement.  The Warrants may be divided or combined, upon request to the Company
by a Warrantholder, into a certificate or certificates representing the right to
purchase  the same  aggregate  number of Shares.  Unless the  context  indicates
otherwise,  the term "Warrantholder" shall include any transferee or transferees
of the Shares  that is required  to be bound by the terms  hereof,  and the term
"Warrants"  shall  include  any and all  warrants  outstanding  pursuant to this
Agreement,  including those  evidenced by a certificate or  certificates  issued
upon  division,  exchange  or  substitution  pursuant  to this  Agreement.  Each
Warrantholder by his receipt of a Warrant Certificate, agrees to be bound by and
comply  with the terms of this  Agreement.  Each  Warrantholder  represents  and
agrees that the Warrant  (and Shares if the Warrant is  exercised)  is purchased
only for  investment,  for such  Warrantholder's  own  account,  and without any
present  intention to sell,  or with a view to  distribution  of, the Warrant or
Shares.

                  1.3 Form of Warrants. The text of the Warrants and of the form
of election to purchase Shares shall be  substantially as set forth in Exhibit A
attached hereto.  The number of Shares issuable upon exercise of the Warrants is
subject to adjustment upon the occurrence of certain events,  all as hereinafter
provided.  The  Warrant  shall be  executed  on  behalf  of the  Company  by its
President or by a Vice  President,  attested to by its Secretary or an Assistant
Secretary.  A Warrant bearing the signature of an individual who was at any time
the proper officer of the Company shall bind the Company,  notwithstanding  that
such  individual  shall have ceased to hold such office prior to the delivery of
such Warrant or did not hold such office on the date of this Agreement.
                                       1
<PAGE>

                  The  Warrants  shall  be  dated  as of the  date of  signature
thereof by the Company either upon initial  issuance or upon division,  exchange
or substitution.

                  1.4 Legend on Warrants.  Each Warrant  Certificate  shall bear
the following legend:

         (a)      "THE WARRANTS  EVIDENCED BY THIS  CERTIFICATE HAVE BEEN
                  ACQUIRED FOR INVESTMENT AND HAVE NOT  BEEN  REGISTERED  UNDER
                  THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  OR ANY  STATE
                  SECURITIES  LAWS.  NO SALE OR  DISPOSITION  MAY BE  EFFECTED
                  WITHOUT  (I) AN  EFFECTIVE REGISTRATION  STATEMENT  RELATED
                  THERETO,  (II) AN OPINION OF COUNSEL  FOR THE  HOLDER,
                  REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION
                  IS NOT REQUIRED AND ANY PROSPECTUS  DELIVERY REQUIREMENTS  ARE
                  NOT  APPLICABLE  OR (III)  RECEIPT OF  NO-ACTION LETTERS FROM
                  THE APPROPRIATE GOVERNMENTAL AUTHORITIES. COPIES OF THE
                  WARRANT AGREEMENT AND THE  PURCHASE  AGREEMENT  COVERING  THE
                  PURCHASE  OF  THESE  WARRANTS  AND  VARIOUS REQUIREMENTS,
                  INCLUDING WITHOUT LIMITATION PROVISIONS  RESTRICTING THEIR
                  TRANSFER,  MAY BE  OBTAINED  AT NO  COST BY  WRITTEN  REQUEST
                  MADE BY THE  HOLDER  OF  RECORD  OF THIS CERTIFICATE  TO THE
                  SECRETARY OF THE COMPANY AT THE PRINCIPAL  EXECUTIVE  OFFICES
                  OF THE COMPANY."
                                       2
<PAGE>

         (b) any legend required by applicable state securities law.

                  (c)  Any  certificate  issued  at  any  time  in  exchange  or
substitution for any certificate bearing such legends (except in the case of the
Shares,  a new  certificate  issued  upon  completion  of a public  distribution
pursuant to a registration statement under the Act, or upon completion of a sale
under Rule 144 under the Act of the securities  represented  thereby) shall also
bear the above  legends  unless,  in the opinion of the Company's  counsel,  the
securities  represented  thereby need no longer be subject to such restrictions.
Each Warrantholder  consents to the Company making a notation on its records and
giving  instructions  to any registrar or transfer agent of the Warrants and the
Common Stock in order to implement the  restrictions on transfer  established in
this Agreement.

                  Section  2.  Exchange  of  Warrant  Certificate.  Any  Warrant
certificate may be exchanged for another certificate or certificates entitling a
Warrantholder  to purchase a like aggregate  number of Shares as the certificate
or certificates  surrendered then entitled such  Warrantholder to purchase.  Any
Warrantholder desiring to exchange a Warrant certificate shall make such request
in writing  delivered to the Company,  and shall surrender,  properly  endorsed,
with  signatures  guaranteed,  the  certificate  evidencing the Warrant to be so
exchanged.  Thereupon,  the  Company  shall  execute  and  deliver to the person
entitled thereto a new Warrant certificate as so requested.

                  Section 3. Term of Warrants; Exercise of Warrants; Redemption.

                  (a) Subject to the terms of this Agreement, each Warrantholder
shall  have the  right,  at any time and from  time to time  during  the  period
commencing  on the date of this  Agreement,  and ending at 5:00  p.m.,  Houston,
Texas Time,  on the fifth  anniversary  thereof  (the  "Termination  Date"),  to
purchase  from the  Company  up to the  number of fully  paid and  nonassessable
Shares to which  such  Warrantholder  may at the time be  entitled  to  purchase
pursuant to this  Agreement,  upon  surrender to the Company,  at its  principal
office,  of the  certificate  evidencing the Warrants to be exercised,  together
with the purchase  form on the reverse  thereof duly filled in and signed,  with
signatures guaranteed,  and upon payment to the Company of the Warrant Price (as
defined in and  determined in accordance  with the  provisions of this Section 3
and Sections 7 and 8 hereof),  for the number of Shares in respect of which such
Warrants  are then  exercised,  but in no event for less than 100 Shares for any
Warrantholder  (unless less than an aggregate of 100 Shares are then purchasable
under all outstanding Warrants held by a Warrantholder).

                  (b) Payment by each  Warrantholder  of the  aggregate  Warrant
Price  due from him  shall be made in cash or by  immediately  available  funds,
check or any combination thereof.

                  (c) Upon such  surrender  of the  Warrants and payment of such
Warrant Price as aforesaid, the Company shall issue and cause to be delivered to
or upon the written order of the  exercising  Warrantholder  and in such name or
names as the exercising Warrantholder may designate (which in no way shall limit
the transfer  restrictions  hereunder) a  certificate  or  certificates  for the
number of full Shares so purchased  upon the  exercise of his Warrant,  together
with cash, as provided in Section 9 hereof,  in respect of any fractional Shares
otherwise  issuable upon such surrender.  Such certificate or certificates shall
be deemed to have been issued and any person so  designated  to be named therein
shall be deemed to have become a holder of record of such  securities  as of the
date  of  surrender  of the  Warrants  and  payment  of the  Warrant  Price,  as
aforesaid,  notwithstanding  that the certificate or  certificates  representing
such  securities  shall  not  actually  have  been  delivered  or that the stock
transfer  books of the  Company  shall then be  closed.  The  Warrants  shall be
exercisable, at the election of a Warrantholder,  either in full or from time to
time in part and, in the event that a  certificate  evidencing  the  Warrants is
exercised  in respect of less than all of the  Shares  specified  therein at any
time prior to the Termination  Date, a new certificate  evidencing the remaining
portion  of the  Warrants  held by such  Warrantholder  will  be  issued  by the
Company.

                  (d)  The  Warrant  may  be  redeemed  at the  election  of the
Company,  as a whole but not in part, upon the terms and conditions set forth in
this Section 3(d).  The Company may call the Warrant for  redemption at any time
after such date (the "Redemption Event") at which the Trailing Price (as defined
herein) of the Common Stock exceeds  $10.70.  The price to be paid on redemption
shall be $.01 per  Share for which the  Warrant  is  exercisable,  appropriately
adjusted in the same manner as adjustments to the Warrant Price (the "Redemption
Price"). The Redemption Price shall be paid by the Company by check; however, if
the Company is  restricted  by law or agreement  from making such  payment,  the
Company  may  instead  make such  payment in shares of Common  Stock,  with such
Common  Stock  valued at the  Trailing  Price of the  Common  Stock on the fifth
business day prior to the date on which such payment is to be made.

                  (e) The  Company  shall  give  each  Warrantholder  notice  of
redemption  (in  accordance  with  Section  12  hereof)  mailed not less than 30
calendar  days  prior  to the  date  set  by the  Company  for  redemption  (the
"Redemption  Date").  Such notice shall state:  (i) the Redemption Date (ii) the
Redemption  Price (iii) the date on which a Redemption  Event  occurred and (iv)
the Trailing Price of the Common Stock on such date.

                  (f) The Warrant shall continue to be exercisable in accordance
with the terms and conditions  hereof until the Redemption  Date.  Following the
Redemption  Date, the Warrant shall no longer be  exercisable  and instead shall
represent only the right to receive the Redemption Price. If the Warrant has not
been exercised as of the Redemption  Date, the Company shall thereupon  promptly
transmit to each Warrantholder funds in the amount of the Redemption Price.

                  (g) For  purposes of this  Agreement,  the term the  "Trailing
Price" shall mean (i) in the case of a security  traded in the  over-the-counter
market and not in the Nasdaq  National  Market System  ("Nasdaq NMS") nor on any
national securities exchange, the average of the per share closing bid prices of
the Common Stock on the 20 consecutive  trading days  immediately  preceding the
date in  question,  as reported by Nasdaq or an  equivalent  generally  accepted
reporting service;  (ii) in the case of a security trade in the Nasdaq NMS or on
a national securities exchange,  the average for the 20 consecutive trading days
immediately preceding the date in question of the daily per share closing prices
of the Common  Stock in the Nasdaq NMS or on the  principal  stock  exchange  on
which it is listed,  as the case may be or (iii) if  neither  clause (i) or (ii)
above is applicable,  then the fair value thereof as determined in good faith by
the Company's  Board of Directors.  For purposes of clause (i) above, if trading
                                       3
<PAGE>

in the Common Stock is not reported by Nasdaq, the bid price referred to in said
clause shall be the lowest bid price as reported in the "pink sheets"  published
by National  Quotation  Bureau,  Incorporated.  The closing price referred to in
clause  (ii)  above  shall be the last  reported  sale price or, in case no such
reported  sale takes place on such day, the average of the reported  closing bid
and asked prices, in either case in the Nasdaq NMS or on the national securities
exchange on which the Common Stock is then listed.

                  Section  4.  Payment  of  Taxes.  The  Company  will  pay  all
documentary  stamp taxes, if any,  attributable  to the initial  issuance of the
Warrants or the securities comprising the Shares; provided, however, the Company
shall not be  required  to pay any tax which may be  payable  in  respect of any
secondary transfer of the Warrants or the securities comprising the Shares.

                  Section  5.  Mutilated  or  Missing  Warrants.   In  case  the
certificate or  certificates  evidencing the Warrants shall be mutilated,  lost,
stolen or destroyed, the Company shall, at the request of a Warrantholder, issue
and  deliver in  exchange  and  substitution  for and upon  cancellation  of the
mutilated  certificate or  certificates,  or in lieu of and substitution for the
certificate or certificates lost, stolen or destroyed, a new Warrant certificate
or certificates of like tenor and  representing an equivalent right or interest,
but only upon  receipt of  evidence  satisfactory  to the  Company of such loss,
theft or destruction of such Warrant and a bond of indemnity, if requested, also
satisfactory  in form and amount at the  applicant's  cost.  Applicants for such
substitute  Warrants  certificate  shall also comply with such other  reasonable
regulations and pay such other reasonable charges as the Company may prescribe.

                  Section 6. Reservation of Shares. There has been reserved, and
the  Company  shall at all times keep  reserved so long as the  Warrants  remain
outstanding, out of its authorized Common Stock, such number of shares of Common
Stock as shall be subject to purchase  under the Warrants.  Every transfer agent
for the Common  Stock and other  securities  of the  Company  issuable  upon the
exercise of the  Warrants  will be  irrevocably  authorized  and directed at all
times to reserve such number of authorized  shares and other securities as shall
be requisite for such purpose. The Company will keep a copy of this Agreement on
file with every transfer agent for the Common Stock and other  securities of the
Company  issuable  upon the  exercise of the  Warrants.  The Company will supply
every such transfer  agent with duly executed stock and other  certificates,  as
appropriate,  for such purpose and will provide or otherwise  make available any
cash which may be payable as provided in Section 9 hereof.  On or before  taking
any action that would cause an adjustment  pursuant to the terms of the Warrants
resulting  in an  increase in the number of shares of Common  Stock  deliverable
upon such conversion or exercise above the number thereof previously authorized,
reserved  and  available  therefor,  the  Company  shall take all such action so
required for compliance with this Section.

                  Section 7. Warrant Price.  The price per Share at which Shares
shall be  purchasable  upon the exercise of the Warrants (the  "Warrant  Price")
shall be as set forth in the Warrant subject to further  adjustment  pursuant to
Section 8 hereof.

                  Section 8. Adjustment of Number of Shares. The number and kind
of  securities  purchasable  upon the  exercise of the  Warrants and the Warrant
Price shall be subject to  adjustment  from time to time upon the  happening  of
certain events, as follows:

                  8.1  Adjustments.  The number of Shares  purchasable  upon the
exercise of the Warrants shall be subject to adjustment as follows:

                                        4
<PAGE>

                  (a) In case the  Company  shall (i) pay a  dividend  in Common
Stock or make a distribution  in Common Stock,  (ii)  subdivide its  outstanding
Common Stock,  (iii) combine its outstanding  Common Stock into a smaller number
of shares of Common Stock or (iv) issue by  reclassification of its Common Stock
other securities of the Company,  the number of Shares purchasable upon exercise
of  the  Warrants  immediately  prior  thereto  shall  be  adjusted  so  that  a
Warrantholder  shall be  entitled  to  receive  the kind and number of Shares or
other  securities  of the  Company  which it would have owned or would have been
entitled  to  receive  immediately  after  the  happening  of any of the  events
described  above  had the  Warrants  been  exercised  immediately  prior  to the
happening of such event or any record date with respect thereto.  Any adjustment
made pursuant to this subsection 8.1(a) shall become effective immediately after
the  effective  date of such event  retroactive  to the record date, if any, for
such event.

                  (b) In case the Company shall issue rights, options,  warrants
or  convertible  securities  to all or  substantially  all holders of its Common
Stock,  without any charge to such holders,  entitling  them to subscribe for or
purchase  Common  Stock at a price per share  which is lower at the record  date
mentioned  below than the then Fair Value (as  defined in Section 9), the number
of Shares  thereafter  purchasable  upon the exercise of each  Warrant  shall be
determined by  multiplying  the number of Shares  theretofore  purchasable  upon
exercise  of the  Warrant by a  fraction,  of which the  numerator  shall be the
number of shares of Common Stock  outstanding  immediately prior to the issuance
of such rights,  options,  warrants or convertible securities plus the number of
additional  shares of Common Stock offered for subscription or purchase,  and of
which the denominator  shall be the number of shares of Common Stock outstanding
immediately  prior  to  the  issuance  of  such  rights,  options,  warrants  or
convertible  securities  plus the number of shares which the aggregate  offering
price of the total number of shares  offered would  purchase at such Fair Value.
Such  adjustment  shall be made  whenever  such  rights,  options,  warrants  or
convertible  securities are issued,  and shall become effective  immediately and
retroactive to the record date for the determination of shareholders entitled to
receive such rights, options, warrants or convertible securities.

                  (c)  In  case  the  Company   shall   distribute   to  all  or
substantially  all holders of its Common Stock evidences of its  indebtedness or
assets  (excluding cash dividends or  distributions  out of earnings) or rights,
options,  warrants or convertible  securities  containing the right to subscribe
for or purchase Common Stock (excluding  those referred to in subsection  8.1(b)
above),  then in each case the number of Shares thereafter  purchasable upon the
exercise of the Warrants shall be determined by multiplying the number of Shares
theretofore  purchasable  upon exercise of the Warrants by a fraction,  of which
the  numerator  shall be the then Fair  Value  per share of Common  Stock on the
record date for such  distribution,  and of which the denominator  shall be such
Fair Value on such date  minus the then Fair Value of the  portion of the assets
or evidences of  indebtedness  so  distributed or of such  subscription  rights,
options,  warrants  or  convertible  securities  applicable  to one share.  Such
adjustment shall be made whenever any such distribution is made and shall become
effective  on the date of  distribution  retroactive  to the record date for the
determination of shareholders entitled to receive such distribution.

                  (d) No adjustment in the number of Shares purchasable pursuant
to the  Warrants  shall be required  unless  such  adjustment  would  require an
increase  or  decrease  of at least  three  percent in the number of Shares then
purchasable  upon the  exercise of the Warrants or, if the Warrants are not then
exercisable,  the number of Shares purchasable upon the exercise of the Warrants
on the first date  thereafter that the Warrants  become  exercisable;  provided,
however,  that any adjustments which by reason of this subsection 8.1(d) are not
required to be made immediately  shall be carried forward and taken into account
in any subsequent adjustment.

                  (e)  Whenever  the  number  of  Shares  purchasable  upon  the
exercise of the  Warrant is  adjusted,  as herein  provided,  the Warrant  Price
payable  upon  exercise of the Warrant  shall be  adjusted by  multiplying  such
Warrant Price immediately  prior to such adjustment by a fraction,  of which the
numerator  shall be the number of Shares  purchasable  upon the  exercise of the
Warrant immediately prior to such adjustment, and of which the denominator shall
be the number of Shares so purchasable immediately thereafter.

                                       5
<PAGE>

                  (f)  Whenever  the  number  of  Shares  purchasable  upon  the
exercise of the Warrants is adjusted as herein provided, the Company shall cause
to be  promptly  mailed  to each  Warrantholder  by first  class  mail,  postage
prepaid,  notice of such  adjustment  and a certificate  of the chief  financial
officer of the Company setting forth the number of Shares  purchasable  upon the
exercise of the Warrants after such  adjustment,  a brief statement of the facts
requiring such adjustment and the computation by which such adjustment was made.

                  (g) For the purpose of this  subsection  8.1, the term "Common
Stock" shall mean (i) the class of stock  designated  as the Common Stock of the
Company at the date of this  Agreement,  (ii) any other class of stock resulting
from  successive  change or  reclassifications  of such Common Stock  consisting
solely of changes in par  value,  or from par value to no par value,  or from no
par value to par value or (iii) if the Company merges or  consolidates  with, or
sells all or  substantially  all of its property and assets to,  another  Person
(other than a subsidiary  of the Company)  and  consideration  other than Common
Stock is payable to holders of Common  Stock in exchange  for their Common Stock
in connection with such merger,  consolidation or sale then "Common Stock" shall
thereafter  mean (and the Warrants  shall  thereafter be  exercisable  for) such
other consideration. In the event that at any time, as a result of an adjustment
made  pursuant  to this  Section 8, a  Warrantholder  shall  become  entitled to
purchase  any  securities  of the Company  other than Common  Stock,  (i) if the
Warrantholder's  right to purchase is on any other basis than that  available to
all holders of the Company's  Common Stock,  the Company shall obtain an opinion
of an independent  investment  banking firm or valuation firm valuing such other
securities  and  (ii)  thereafter  the  number  of  such  other   securities  so
purchasable  upon exercise of the Warrants  shall be subject to adjustment  from
time to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Shares contained in this Section 8.

                  (h) Upon the  expiration of any rights,  options,  warrants or
conversion  privileges,  if such  shall not have been  exercised,  the number of
Shares  purchasable  upon exercise of Warrants,  to the extent the Warrants have
not then been exercised,  shall,  upon such expiration,  be readjusted and shall
thereafter be such as they would have been had they been originally adjusted (or
had the original adjustment not been required,  as the case may be) on the basis
of (i) the fact that  Common  Stock,  if any,  actually  issued or sold upon the
exercise of such rights,  options,  warrants or conversion privileges,  and (ii)
the fact that such shares of Common  Stock,  if any, were issued or sold for the
consideration  actually  received by the  Company  upon such  exercise  plus the
consideration,  if any, actually received by the Company for the issuance,  sale
or grant of all such rights, options,  warrants or conversion privileges whether
or not exercised;  provided,  however,  that no such readjustment shall have the
effect of  decreasing  the number of Shares  purchasable  upon  exercise  of the
Warrants by an amount in excess of the amount of the  adjustment  initially made
in respect of the issuance, sale or grant of such rights,  options,  warrants or
conversion privileges.

                  8.2 No Adjustment for Certain Matters.  During the term of the
Warrants or upon the exercise of the Warrants,  no adjustment  shall be made (i)
except  as  provided  in   subsection   8.1  in  respect  of  any  dividends  or
distributions  out of  earnings  or (ii) in respect of the  consummation  of any
action  described  in Section  10(b).  Without  limiting the  generality  of the
foregoing,  the  Company  shall have no  obligation  to cause any  purchaser  or
successor by merger,  sale of assets or similar  business  combination to assume
the obligations under this Agreement.

                  8.3 Par Value of Shares of Common  Stock.  Before  taking  any
action which would cause an adjustment  effectively  reducing the portion of the
Warrant Price  allocable to each Share below the then par value per share of the
Common Stock  issuable upon exercise of the Warrants,  the Company will take any
corporate action which may, in the opinion of its counsel, be necessary in order
that the Company may  validly  and  legally  issue fully paid and  nonassessable
Common Stock upon exercise of the Warrants.
                                       6
<PAGE>

                  8.4 Independent Public  Accountants.  The Company may retain a
firm of independent  public  accountants of recognized  national standing (which
may be any such firm regularly  employed by the Company) to make any computation
required  under this Section 8, and a  certificate  signed by such firm shall be
conclusive  evidence  of the  correctness  of any  computation  made  under this
Section 8.

                  8.5  Statement on Warrant  Certificates.  Irrespective  of any
adjustments  in the number of  securities  issuable  upon  exercise of Warrants,
Warrant  certificates  theretofore or thereafter  issued may continue to express
the same number of securities as are stated in the similar Warrant  certificates
initially issuable pursuant to this Agreement.  However, the Company may, at any
time in its sole discretion (which shall be conclusive),  make any change in the
form of  Warrant  certificate  that it may deem  appropriate  and that  does not
affect the substance  thereof;  and any Warrant  certificate  thereafter issued,
whether upon registration of, or in exchange or substitution for, an outstanding
Warrant certificate, may be in the form so changed

                  Section 9. Fractional Interests; Fair Value. The Company shall
not be required to issue fractional  Shares on the exercise of the Warrants.  If
any fraction of a Share would,  except for the  provisions of this Section 9, be
issuable on the exercise of the Warrants (or  specified  portion  thereof),  the
Company  shall pay an amount in cash  equal to the then Fair Value of the Common
Stock multiplied by such fraction.  As used herein, the term "Fair Value" of the
Common Stock or other  securities or other property shall mean the fair value as
determined   in  good  faith  by  the  Company's   Board  of  Directors,   which
determination shall be binding upon the Warrantholders;  provided, however, that
Fair  Value of the Common  Stock for any day shall  mean the last  sales  price,
regular way, on the day in question or, in case no such sale takes place on such
day, the average of the closing bid and asked prices,  regular way, on such day,
in either case as reported in the principal  transaction  reporting  system with
respect to securities  listed or admitted to trading on the  principal  national
securities exchange on which such security is listed or admitted to trading, or,
if such security is not listed or admitted to trading on any national securities
exchange but sales price information is reported for such security,  as reported
by the Nasdaq  NMS or such  other  self-regulatory  organization  or  registered
securities  information  processor (as such terms are used under the  Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"))  that then  reports
information  concerning such security,  or, if sales price information is not so
reported,   the   average  of  the  high  bid  and  low  asked   prices  in  the
over-the-counter  market on such day,  as  reported  by Nasdaq NMS or such other
entity,  or, if on such day such security is not quoted by any such entity,  the
average of the  closing  bid and asked  prices as  furnished  by a  professional
market maker making a market in such security selected by the Board of Directors
of the  Company.  If on such  day no  market  maker is  making a market  in such
security,  the fair value of such  security  on such day as  determined  in good
faith by the Board of Directors of the Company shall be used.

                  Section 10. No Right as Stockholder; Notices to Warrantholder.
Nothing  contained in this  Agreement  or in the Warrants  shall be construed as
conferring upon any Warrantholder or its transferees any rights as a stockholder
of the Company,  including the right to vote, receive dividends,  call meetings,
consent  or  receive  notices as a  stockholder  in  respect  of any  meeting of
stockholders for the election of directors of the Company or any other matter or
imposing any fiduciary or other duty on the Company,  its officers or directors,
in  favor  of  any  Warrantholder,  all of  which  rights  and  duties  owed  to
stockholders are disclaimed and waived by each  Warrantholder.  If, however,  at
any time prior to the  expiration  of the Warrants and prior to their  exercise,
any one or more of the following events shall occur:

                                       7
<PAGE>

                  (a)      any  action  which  would  require  an  adjustment
pursuant  to  Section  8.1  (except subsections 8.1(e) and 8.1(g)); or

                  (b) a dissolution, liquidation or winding up of the Company or
a consolidation, merger or similar business combination or sale of its property,
assets and  business  as an entirety or  substantially  as an entirety  shall be
proposed;

then  the  Company   shall  give  notice  in  writing  of  such  event  to  each
Warrantholder,  as  provided  in Section 10 hereof,  promptly  prior to the date
fixed as a  record  date or the  date of  closing  the  transfer  books  for the
determination   of  the   stockholders   entitled  to  any  relevant   dividend,
distribution,  subscription  rights or other rights, or for the determination of
stockholders  entitled  to vote on such  proposed  dissolution,  liquidation  or
winding up. Such notice  shall  specify  such record date or the date of closing
the transfer  books,  as the case may be. Failure to mail or receive such notice
or any defect  therein  shall not affect the  validity of any action  taken with
respect thereto.

                  Section 11.  Securities Laws; Restrictions on Transfer of
Shares; Registration Rights.

                  11.1 Compliance with Securities Act. Each Warrantholder agrees
that this  Warrant  and the related  Shares  (each of the Warrant and the Shares
being referred to herein as a "Security" and together,  "Securities")  are being
acquired for investment and that such  Warrantholder  will not purchase,  offer,
sell or otherwise  dispose of any of the Securities  except under  circumstances
which will not  result in a  violation  of the Act.  In order to  exercise  this
Warrant,  a Warrantholder  must be able to confirm and shall confirm in writing,
by  executing  a  certificate  to  be  supplied  by  the  Company,  all  of  the
representations and other covenants contained in this Agreement,  including that
the  Securities so purchased are being  acquired for  investment  and not with a
view toward distribution or resale. The Shares (unless registered under the Act)
shall be stamped or  imprinted  with,  in addition to any other  appropriate  or
required legend, a legend in substantially the following form:

                  "THE  SECURITIES  EVIDENCED  HEREBY  HAVE NOT BEEN  REGISTERED
                  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  OR ANY STATE
                  SECURITIES  LAWS.  NO  SALE  OR  DISPOSITION  MAY BE  EFFECTED
                  WITHOUT  (i)  AN  EFFECTIVE   REGISTRATION  STATEMENT  RELATED
                  THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY
                  SATISFACTORY  TO THE COMPANY,  THAT SUCH  REGISTRATION  IS NOT
                  REQUIRED  AND ANY  PROSPECTUS  DELIVERY  REQUIREMENTS  ARE NOT
                  APPLICABLE  OR (iii)  RECEIPT OF  NO-ACTION  LETTERS  FROM THE
                  APPROPRIATE GOVERNMENTAL AUTHORITIES.  COPIES OF THE AGREEMENT
                  COVERING  THE  PURCHASE OF THESE  SECURITIES  AND  RESTRICTING
                  THEIR  TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN  REQUEST
                  MADE  BY THE  HOLDER  OF  RECORD  OF THIS  CERTIFICATE  TO THE
                  SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF
                  THE COMPANY."

                  (a)   Warrantholder   Representations.   In   addition,   each
Warrantholder specifically represents to the Company both at the time of initial
purchase of the Warrant and at those future times as specified herein:

         (1) The  Warrantholder  has  experience  in analyzing  and investing in
companies  like the Company and is capable of evaluating the merits and risks of
an investment in the Company and has the capacity to protect its own  interests.
The  Warrantholder  is an "Accredited  Investor" as that term is defined in Rule
501(a)  promulgated  under the Act. The  Warrantholder is aware of the Company's
business affairs and financial condition, and has acquired information about the
Company  sufficient to reach an informed and  knowledgeable  decision to acquire
the  Securities.  The  Warrantholder  is acquiring  the  Securities  for its own
account for  investment  purposes  only not as a nominee or agent and not with a
view to, or for the resale in connection  with, any  "distribution"  thereof for
purposes  of  the  Act.  The  Warrantholder  is  acquiring  the  Securities  for
investment for its own account,  not as a nominee or agent,  and not with a view
to,  or  for  resale  in  connection   with,  any  distribution   thereof.   The
Warrantholder  acknowledges  the  Company's  obligation  to file a  registration
statement with respect to the Shares as set forth in the Purchase Agreement, the
effectiveness of which registration  statement may be required for the resale of
the  Shares.  The  Warrantholder  has not  offered  or sold any  portion  of the
Securities to be acquired by such  Warrantholder and has no present intention of
reselling  or  otherwise  disposing  of any  portion of such  Securities  either
currently or after the passage of a fixed or determinable period of time or upon
the occurrence or nonoccurrence of any predetermined event or circumstance,  and
in particular the  Warrantholder  has no current  intention to resell the Shares
                                       8
<PAGE>

under  such  registration  statement  nor would it have such  intention  if such
registration   statement  were  effective  as  of  the  date  of  purchase.  The
Warrantholder understands that investment in the Securities is subject to a high
degree of risk. The  Warrantholder can bear the economic risk of its investment,
including  the full loss of its  investment,  and by reason of its  business  or
financial experience or the business or financial experience of its professional
advisors has the capacity to evaluate the merits and risks of its investment and
protect its own interest in connection with the purchase of the  Securities.  If
other than an  individual,  the  Warrantholder  also  represents it has not been
organized for the purpose of acquiring the Securities.

         (2) The Warrantholder understands that the Securities have not been and
except as provided in the Purchase Agreement with respect to the Shares will not
be registered  under the Act or any applicable  State securities law in reliance
upon a specific exemption  therefrom,  which exemption depends upon, among other
things,  the bona fide nature of the  Warrantholder's  investment intent and the
accuracy of the  Warrantholder's  representations  as  expressed  herein and the
Warrantholder  will furnish the Company with such  additional  information as is
reasonably requested by the Company in connection with such exemption.

          (3) The Warrantholder  further understands that the Securities must be
held  indefinitely  unless  subsequently   registered  under  the  Act  and  any
applicable  state securities  laws, or unless  exemptions from  registration are
otherwise available. Moreover, the Warrantholder understands that the Company is
under no obligation to and does not expect to register the Securities  except as
provided for in the Purchase Agreement with respect to the Shares.

         4)  The   Warrantholder  is  aware  of  the  provisions  of  Rule  144,
promulgated under the Act, which, in substance,  permit limited public resale of
"restricted  securities"  acquired,  directly  or  indirectly,  from the  issuer
thereof (or from an Affiliate of such issuer),  in a nonpublic  offering subject
to the satisfaction of certain conditions, if applicable, including, among other
things:  The availability of certain public  information about the Company,  the
resale  occurring  not less than one year after the party has purchased and paid
for the  Securities  to be sold;  the sale  being  made  through  a broker in an
unsolicited  "broker's  transaction" or in  transactions  directly with a market
maker (as said term is defined  under the  Securities  Exchange Act of 1934,  as
amended) and the amount of securities  being sold during any three-month  period
not exceeding the specified limitations stated therein.

         (5) The Warrantholder  further understands that it may not transfer the
Warrants and that at the time it wishes to sell the  Securities,  it is possible
that there will be no public  market  upon which to make such a sale,  and that,
even if such a public market then exists,  the Company may not be satisfying the
current public  information  requirements  of Rule 144, and that, in such event,
the  Warrantholder  may be precluded from selling the Securities  under Rule 144
even if the one-year minimum holding period had been satisfied.

         (6) The Warrantholder  further understands that in the event all of the
requirements  of  Rule  144 are  not  satisfied,  registration  under  the  Act,
compliance   with   registration   exemption   will  be   required;   and  that,
notwithstanding  the fact  that  Rule  144 is not  exclusive,  the  Staff of the
Securities  and  Exchange  Commission  has  expressed  its opinion  that persons
proposing  to sell  private  placement  securities  other  than in a  registered
offering and otherwise than pursuant to Rule 144 will have a substantial  burden
of proof in  establishing  that an exemption from  registration is available for
such offers or sales,  and that such  persons and their  respective  brokers who
participate in such actions do so at their own risk.


                                       9
<PAGE>

         (7) To the  Warrantholder's  knowledge,  the Warrantholder has received
copies of the Company's reports filed under the Exchange Act since the beginning
of the Company's  current  fiscal year. The  Warrantholder  has had a reasonable
opportunity  to ask questions  relating to and  otherwise  discuss the Company's
business,  management  and  financial  affairs  with the  Company's  management,
customers and other parties,  and the  Warrantholder  has received  satisfactory
responses to the  Warrantholder's  inquiries.  The  Warrantholder  disclaims and
disavows any reliance  upon Raymond James & Associates  Inc. in connection  with
the its purchase of Warrants.  The  Warrantholder  has relied  solely on its own
independent  investigation  before  deciding  to enter into the  purchase of the
Warrants  contemplated  hereby.  Unless the Warrantholder has otherwise notified
the Company in writing,  the  Warrantholder  is not, and has not been within the
ninety (90) days prior to the closing date of the purchase of the Securities,  a
broker  or  dealer  of  securities  an  officer,  director,  employee,  agent or
Affiliate  or the  Company,  or,  to the  Warrantholder's  knowledge,  any other
purchaser of Securities from the Company. Unless the Warrantholder has otherwise
notified the Company in writing,  the Warrantholder is not an employee,  officer
or  director  of the  Company  nor  prior  to the  consummation  of the  actions
contemplated  hereby, is the Warrantholder the beneficial owner of 5% or more of
the Common Stock of the Company.

                  (b) Disposition of Securities. With respect to any offer, sale
or other  disposition  of any Securities  that is not registered  under the Act,
each  Warrantholder  hereof  agrees to give written  notice to the Company prior
thereto,  describing briefly the manner thereof, together with a written opinion
of such Warrantholder's  counsel, if reasonably requested by the Company, to the
effect  that such  offer,  sale or other  disposition  may be  effected  without
registration or qualification (under the Act as then in effect or any federal or
state law then in effect) of such Securities and indicating whether or not under
the Act,  certificates  for the  Securities  in question to be sold or otherwise
disposed of require any  restrictive  legend as to  applicable  restrictions  on
transferability  in order to ensure  compliance with such law. Such opinion must
be satisfactory  to the Company in its reasonable  judgment and shall state that
it may be relied  upon by  counsel to the  Company,  and any stock  exchange  or
transfer  agent.  Promptly upon receiving  such written notice and  satisfactory
opinion, if so requested,  the Company shall notify such Warrantholder that such
Warrantholder may sell or otherwise dispose of such Securities all in accordance
with the terms of the notice  delivered to the Company.  If a determination  has
been made  pursuant to this  subsection  (b) that the opinion of counsel for the
Warrantholder  is not  satisfactory to the Company,  the Company shall so notify
such  Warrantholder  promptly after such  determination  has been made and shall
specify  in detail  the legal  analysis  supporting  any such  conclusion.  Each
certificate  representing  the Securities  thus  transferred  (except a transfer
registered  under  the  Act  or a  transfer  of  Shares  of  Common  Stock  (but
specifically including transfers of Warrants) pursuant to Rule 144) shall bear a
legend as to the applicable  restrictions on  transferability in order to ensure
compliance  with such laws,  unless in the aforesaid  opinion of counsel for the
Warrantholder,  such legend is not required in order to ensure  compliance  with
such laws.  The Company may issue stop  transfer  instructions  to its  transfer
agent in connection with such restrictions.

                  (c) Transferees Bound. Prior to any transfer of the Securities
(except a transfer  registered  under the Act or a transfer  of Shares of Common
Stock (but specifically  including transfers of Warrants) pursuant to Rule 144),
the proposed  transferee  shall agree in writing with the Company to be bound by
the terms of this  Agreement  (whether or not the Warrant has been  exercised or
otherwise  outstanding)  as if an  original  signatory  hereto and the  proposed
transferee  must be able to and must make  representations  as set forth in this
Section 11.1.

                  Section 11.2 Certain  Definitions. As used in this Section 11,
the  following  terms shall have the following meanings:

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

                                       10
<PAGE>

                  Section 12. Notices.  Any notice pursuant to this Agreement by
the Company or by a Warrantholder  or a holder of Shares shall be in writing and
shall be  deemed to have been duly  given if  delivered  or mailed by  certified
mail, return receipt requested:

                  (a) If to the Warrantholders or holders of Shares addressed to
them it at the address set forth in Schedule 1.

If to the Company addressed to it at 1111 Bagby, Suite 2100, Houston, Texas,
77002, Attention: Chief Financial Officer.

                  Each party may from time to time  change the  address to which
notices to it are to be  delivered or mailed  hereunder by notice in  accordance
herewith to the other party.

                  Section 13.  Successors.  All the covenants and  provisions of
this Agreement by or for the benefit of the Company,  the  Warrantholders or the
holders  of Shares  shall  bind and  inure to the  benefit  of their  respective
successors and assigns hereunder.

                  Section 14.  Applicable Law. This Agreement shall be deemed to
be a contract  made under the laws of the State of New York and for all purposes
shall be construed in accordance with the laws of said State.

                  Section  15.  Benefits  of  this  Agreement.  Nothing  in this
Agreement shall be construed to give to any person or corporation other than the
Company,  the  Warrantholders  and the holders of Shares any legal or  equitable
right,  remedy or claim under this  Agreement.  This Agreement  shall be for the
sole and exclusive benefit of the Company, the Warrantholders and the holders of
Shares.

                  Section 16.  Counterparts.  This Agreement  may be executed
in any number of  counterparts each of which shall be deemed an original, but
all of which shall constitute one and the same instrument.

                  Section 17.  Amendment.  Except as expressly  provided herein,
neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written  instrument  signed by the party against whom
enforcement of any such amendment,  waiver,  discharge or termination is sought;
provided, however, that any provisions hereof may be amended, waived, discharged
or  terminated  upon the written  consent of the  Company  and the then  current
Warrantholders  having the right to acquire by virtue of holding the Warrants at
least  50% of the  Shares  which are then  issuable  upon  exercise  of the then
outstanding Warrants.

                  IN WITNESS WHEREOF,  the parties have caused this Agreement to
be duly executed, all as of the day and year first above written.

                                                EDGE PETROLEUM CORPORATION


                                                By: /s/ Michael G. Long
                                                    ----------------------
                                                  Name: Michael G. Long
                                                 Title: Senior Vice  President
                                                  and Chief  Financial Officer



                     [WARRANTHOLDER SIGNATURE PAGES FOLLOW]

                                       13
<PAGE>



WARRANTHOLDER:


Name of Warrantholder: Fidelity Management Trust C/F IRA Rollover F/B/O
                             John W. Elias Account No. 103439037



                                       By: _________________________
                                      Name:_________________________
                                     Title:_________________________



                                       14
<PAGE>







WARRANTHOLDER:



/s/ Mark G. Egan
Mark G. Egan









                                       15
<PAGE>



WARRANTHOLDER:


       Name of Warrantholder: Special Situations Private Equity Fund, L.P.



                            By: /s/ David Greenhouse
                             Name: David Greenhouse
                            Title: Managing Director



                                       16
<PAGE>



WARRANTHOLDER:


Name of Warrantholder: The Private Investment Fund



                              By: /s/ Mark G. Egan
                                 -----------------
                            Name:     Mark G. Egan
                           Title:   President,   Marlin  Capital  Corp.,   the
                                    general  partner of The Private  Investment
                                    Fund, a limited partnership




                                       17
<PAGE>



WARRANTHOLDER:


Name of Warrantholder: Special Situations Fund III, L.P.



                            By: /s/ David Greenhouse
                                --------------------
                          Name:     David Greenhouse
                         Title:     Managing Director



                                       18
<PAGE>



WARRANTHOLDER:


Name of Warrantholder: Special Situations Cayman Fund, L.P.



                            By: /s/ David Greenhouse
                                --------------------
                          Name:     David Greenhouse
                         Title:     Managing Director



                                       19
<PAGE>

                                    Exhibit A

         "THE  WARRANTS  EVIDENCED BY THIS  CERTIFICATE  HAVE BEEN  ACQUIRED FOR
         INVESTMENT  AND HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF
         1933, AS AMENDED,  OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION
         MAY BE EFFECTED WITHOUT (I) AN EFFECTIVE REGISTRATION STATEMENT RELATED
         THERETO,  (II)  AN  OPINION  OF  COUNSEL  FOR  THE  HOLDER,  REASONABLY
         SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED AND
         ANY  PROSPECTUS  DELIVERY  REQUIREMENTS  ARE NOT  APPLICABLE  OR  (III)
         RECEIPT  OF  NO-ACTION   LETTERS  FROM  THE  APPROPRIATE   GOVERNMENTAL
         AUTHORITIES. COPIES OF THE WARRANT AGREEMENT AND THE PURCHASE AGREEMENT
         COVERING  THE  PURCHASE OF THESE  WARRANTS  AND  VARIOUS  REQUIREMENTS,
         INCLUDING WITHOUT LIMITATION PROVISIONS RESTRICTING THEIR TRANSFER, MAY
         BE OBTAINED AT NO COST BY WRITTEN  REQUEST MADE BY THE HOLDER OF RECORD
         OF THIS  CERTIFICATE  TO THE  SECRETARY OF THE COMPANY AT THE PRINCIPAL
         EXECUTIVE OFFICES OF THE COMPANY."

                                                     Warrant Certificate No. ___

                              WARRANTS TO PURCHASE
                      ______________ SHARES OF COMMON STOCK

                           EDGE PETROLEUM CORPORATION

                           INCORPORATED UNDER THE LAWS
                            OF THE STATE OF DELAWARE

                  This certifies  that,  for value  received,  ___________,  the
registered  holder  hereof (the  "Warrantholder"),  is entitled to purchase from
EDGE  PETROLEUM  CORPORATION  (the  "Company"),  at any time  during  the period
commencing the date hereof and ending at 5:00 p.m., Houston,  Texas Time, on the
fifth anniversary  thereof at a purchase price per share of $5.35, the number of
shares of Common Stock of the Company set forth above (the "Shares"). The number
of shares of Common  Stock of the  Company  purchasable  upon  exercise  of each
Warrant evidenced hereby shall be subject to adjustment from time to time as set
forth in the  Warrant  Agreement.  The Warrant may be redeemed by the Company as
set forth in the Warrant Agreement.

                  The Warrants  evidenced hereby may be exercised in whole or in
part by presentation of this Warrant Certificate with the Purchase Form attached
hereto duly  executed  (with a signature  guarantee  as  provided  thereon)  and
simultaneous  payment  of the  Warrant  Price  at the  principal  office  of the
Company. Payment of such price shall be made in immediately available funds.

                  The Warrants  evidenced hereby represent the right to purchase
an aggregate of up to [__________] Shares and are issued under and in accordance
with a Warrant  Agreement,  dated as of May __, 1999 (the "Warrant  Agreement"),
between  the  Company  and  certain   Warrantholders  (which  Warrant  Agreement
initially  provides for Warrants to purchase up to  [_________]  shares) and are
subject to the terms and provisions  contained in the Warrant Agreement,  to all
of which the Warrantholder by acceptance hereof consents.

                  Upon any partial  exercise of the Warrants  evidenced  hereby,
there shall be signed and issued to the Warrantholder a new Warrant  Certificate
in respect of the Shares as to which the  Warrants  evidenced  hereby  shall not
have been  exercised.  These  Warrants  may be  exchanged  at the  office of the
Company by surrender of this Warrant  Certificate  properly  endorsed for one or
more new Warrants of the same  aggregate  number of Shares as here  evidenced by
the Warrant or Warrants exchanged.  No fractional shares of Common Stock will be
issued upon the exercise of rights to purchase hereunder,  but the Company shall
pay the cash value of any fraction  upon the  exercise of one or more  Warrants.
These Warrants are not transferrable and any attempted transfer shall be void.

                                      2
<PAGE>

                  This Warrant Certificate does not entitle any Warrantholder to
any of the rights of a stockholder of the Company.

                                                     EDGE PETROLEUM CORPORATION




                                               By:
                                                  ---------------------------
                                                    Name:
                                                          -------------------
                                                   Title:
                                                          -------------------

Dated: May ___, 1999



ATTEST:


Secretary


<PAGE>

                           EDGE PETROLEUM CORPORATION
                                  PURCHASE FORM

EDGE PETROLEUM CORPORATION
1111 Bagby, Suite 2100
Houston, Texas  77002

         The  undersigned  hereby  irrevocably  elects to exercise  the right of
purchase  represented  by the within  Warrant  Certificate  for, and to purchase
thereunder,  _____ shares of Common Stock (the  "Shares")  provided for therein,
and requests that certificates for the Shares be issued in the name of:


         (Please Print or Type Name, Address and Social Security Number)


and, if said number of Shares shall not be all the Shares purchasable hereunder,
that a new Warrant  Certificate for the balance of the Shares  purchasable under
the within  Warrant  Certificate  be registered  in the name of the  undersigned
Warrantholder  or his Assignee as below  indicated  and delivered to the address
stated below. The undersigned has also submitted to the Company a certificate in
which it has made the  representations  and covenants  required in Section 11 of
the Warrant Agreement.

Dated:

Name of Warrantholder
or Assignee:
                  (Please Print)

Address:


Signature:

Note: The above signature must correspond with the name as written upon the face
of  this  Warrant  Certificate  in  every  particular,   without  alteration  or
enlargement or any change whatever, unless these Warrants have been assigned.

Signature Guaranteed:

(Signature  must be guaranteed  by a bank or trust  company  having an office or
correspondent  in  the  United  States  or  by a  member  firm  of a  registered
securities exchange or the National Association of Securities Dealers, Inc.)



<PAGE>
<TABLE>


                                   SCHEDULE 1

                           SCHEDULE OF WARRANTHOLDERS

---------------------------------------- ------------------------------------- -------------------------------------

                                                                                        Principal Address
                                                      Number of                        and Telephone Number
                 Name                                 Warrants                        and Fax Number, if any
---------------------------------------- ------------------------------------- -------------------------------------
---------------------------------------- ------------------------------------- -------------------------------------
<S>                                          <C>                                <C>
Mark G. Egan                                            5,700                          730 Valley Road
                                                                                       Glencoe, IL  60022
                                                                                             312-419-6818
                                                                                       Fax:  312-419-6818
---------------------------------------- ------------------------------------- -------------------------------------
---------------------------------------- ------------------------------------- -------------------------------------

The Private Investment Fund                            204,300                         11 S. LaSalle St.
                                                                                       Suite 3310
                                                                                       Chicago, IL  60603
                                                                                             312-419-1880
                                                                                       Fax:  312-419-6818
---------------------------------------- ------------------------------------- -------------------------------------
---------------------------------------- ------------------------------------- -------------------------------------

Special Situations Private Equity                       68,448                         153 East 53rd
Fund, L.P.                                                                             New York, NY  10022
                                                                                             212-832-5300
                                                                                       Fax:  212-832-6141
---------------------------------------- ------------------------------------- -------------------------------------
---------------------------------------- ------------------------------------- -------------------------------------

Special Situations Fund III, L.P.                       72,414                         153 East 53rd
                                                                                     New York, NY  10022
                                                                                               212-832-5300
                                                                                     Fax:  212-832-6141
---------------------------------------- ------------------------------------- -------------------------------------
---------------------------------------- ------------------------------------- -------------------------------------

Special Situations Cayman Fund, L.P.                    24,138                       153 East 53rd
                                                                                     New York, NY  10022
                                                                                           212-832-5300
                                                                                     Fax:  212-832-6141
---------------------------------------- ------------------------------------- -------------------------------------
---------------------------------------- ------------------------------------- -------------------------------------

Fidelity Management Trust C/F Rollover                  45,000                       Fidelity Investments
F/B/O John W. Elias Account No.                                                      One North Franklin, Suite 100
103439307                                                                            Chicago, IL 60606
                                                                                     Attn: Zach Marshall
---------------------------------------- ------------------------------------- -------------------------------------
---------------------------------------- ------------------------------------- -------------------------------------


---------------------------------------- ------------------------------------- -------------------------------------
</TABLE>

<PAGE>


                                    EXHIBIT C

                             SCHEDULE OF EXCEPTIONS



<PAGE>
                                    EXHIBIT D

                             INVESTOR QUESTIONNAIRE

                        --------------------------------
                                 Purchaser Name


                  The  Purchaser  represents  and warrants  that it comes within
each category marked below, and that for any category marked,  it has truthfully
set forth the factual basis or reason the Purchaser  comes within that category.
The undersigned  agrees to furnish any additional  information which the Company
deems necessary in order to verify the answers set forth below.

|_|  (a)          The undersigned is an individual (not a partnership,
                  corporation,  etc.) whose individual net worth, or joint net
                  worth with its spouse, presently exceeds $1,000,000.

                  Explanation.  In calculating  net worth you may include equity
                  in personal property and real estate, including your principal
                  residence, cash, short-term investments, stock and securities.
                  Equity in personal property and real estate should be based on
                  the fair market  value of such  property  less debt secured by
                  such property.

|_|               (b)  The  undersigned  is an  individual  (not a  partnership,
                  corporation,  etc.) who had an income in excess of $200,000 in
                  each of the two most recent years,  or joint income with their
                  spouse in excess of  $300,000  in each of those years (in each
                  case  including  foreign  income,  tax exempt  income and full
                  amount of capital  gains and loses but excluding any income of
                  other family members and any unrealized capital  appreciation)
                  and has a reasonable  expectation  of reaching the same income
                  level in the current year.

|_|  (c)          The undersigned is a director or executive officer of the
                  Company which is issuing and selling the Securities.

|_|  (d)          The undersigned is a bank; a savings and loan  association,
                  insurance  company,  registered  investment  company;
                  registered business  development company;  licensed small
                  business investment ("SBIC");  and employee benefit plan
                  within the  meaning of Title 1 of ERISA and (a) the investment
                  decision  is made by a plan fiduciary which is either a bank,
                  savings and loan association,  insurance company or registered
                  investment advisor, or (b) the plan has total assets in excess
                  of  $5,000,000  or is a self directed  plan with  investment
                  decisions made solely by persons that are accredited
                  investors.

                  -------------------------------------------------------------

                  -------------------------------------------------------------
                  (describe entity)

|_|  (e)          The  undersigned  is a private  business  development  company
                   as defined in section  202(a)(22) of the Investment
                  Advisors Act of 1940;

                  -------------------------------------------------------------

                  -------------------------------------------------------------
                  (describe entity)

|_|               (f)  The  undersigned  is  a  corporation,   partnership,   or
                  non-profit   organization   within  the   meaning  of  Section
                  501(c)(3)  of the  Internal  Revenue  Code,  in each  case not
                  formed for the specific  purpose of acquiring  the  Securities
                  and with total assets in excess of $5,000,000;

                  -------------------------------------------------------------

                  -------------------------------------------------------------
                  (describe entity)

|_|               (g) The  undersigned is a trust with total assets in excess of
                  $5,000,000,  not formed for the specific  purpose of acquiring
                  the   Securities,   where  the   purchase  is  directed  by  a
                  "sophisticated person" as defined in Regulation 506(b)(2)(ii).

|_|               (h) the  undersigned  is an entity  all the  equity  owners of
                  which are  "accredited  investors"  within  one or more of the
                  above  categories.  If relying upon this Category alone,  each
                  equity owner must complete a separate copy of this Agreement.

                  -------------------------------------------------------------

                  -------------------------------------------------------------
                  (describe entity)

THE  UNDERSIGNED  IS  INFORMED  OF THE  SIGNIFICANCE  TO  YOU  OF THE  FOREGOING
REPRESENTATIONS,  AND THEY ARE MADE  WITH THE  INTENTION  THAT YOU WILL  RELY ON
THEM.

     B.           MANNER IN WHICH TITLE TO BE HELD (check one)

1.   |_|          Individual Ownership
2.   |_|          Community Property
3.   |_|          JointTenant with Right of Survivorship(both parties must sign)
4.   |_|          Partnership*
5.   |_|          Tenants in Common
6.   |_|          Corporation*
7.   |_|          Trust*
8.   |_|          Other

* If Securities are being  purchased by an entity,  the Certificate of Signatory
attached to the Subscription Agreement must also be completed.


                  IN  WITNESS   WHEREOF,   the   undersigned  has  executed  the
Questionnaire on April 30, 1999.





                                                      ------------------------
                                                      (Signature)



                                                      ------------------------
                                                      (Title for Entity)