EXHIBIT 10.1


                              EMPLOYMENT AGREEMENT



Table of Contents

                                                                           Page

1. 1. Employment Period .....................................................1

2. 2. Terms of Employment................................................... 1

(a) Position and Duties......................................................1
(b) Compensation.............................................................2
(i) Base Salary..............................................................2
(ii) Annual Bonus............................................................2
(iii) Incentive, Savings and Retirement Plans................................2
(iv) Welfare Benefit Plans...................................................2
(v) Expenses.................................................................3
(vi) Vacation................................................................3
(vii) Stock Option Grants....................................................3

1. 3.Termination of Employment...............................................3

(a) Death or Disability......................................................3
(b) Cause....................................................................4
(c) Good Reason..............................................................4
(d) Notice of Termination....................................................4
(e) Date of Termination......................................................5

1. 4. Obligations of the Company upon Termination........................... 5

(a) Disability or Good Reason; Other than for Cause or Death.................5
(b) Death....................................................................6
(c) Cause; Other than for Disability or Good Reason..........................6

1. 5. Non-exclusivity of Rights............................................. 6

2. 6. Full Settlement....................................................... 6

3. 7. Confidential Information...............................................6

4. 8. Change of Control; Potential Change of Control.........................7


5. 9. Covenant Not to Compete...............................................11


6. 10. Successors...........................................................13


7. 11.Miscellaneous.........................................................13

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                              EMPLOYMENT AGREEMENT


                  This AGREEMENT (the "Agreement") by and between Edge Petroleum
Corporation,  a Delaware  corporation (the "Company"),  and Michael G. Long (the
"Executive"),  dated as of the 19th day of December, 1996 and to be effective as
of the Agreement Effective Date (as defined in Section 11(h) hereof).

                  In entering into this Agreement, the Board of Directors of the
Company (the "Board")  desires to provide the Executive with incentives to serve
the Company as one of its executives.

                 NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

                 1.  Employment  Period.  As of  the  Agreement  Effective  Date
(hereinafter  defined),the  Company hereby agrees to employ the Executive an the
Executive  hereby agrees to accept  employment  with the Company,  in accordance
with, and subject to, the terms and provisions of this Agreement, for the period
(the "Employment  Period") commencing on the Agreement Effective Date and ending
on the second  anniversary of the Agreement  Effective  Date;  provided,  on the
second  anniversary of the Agreement  Effective Date and each second anniversary
of  the  Agreement  Effective  Date  thereafter,  the  Employment  Period  shall
automatically  renew for an additional  two years without any further  action by
either the Company or the Executive.

                   2.      Terms of Employment

                  (a)      Position and Duties

                  (i) During the Employment Period, (A) the Executive's position
         (including  status,  offices,   titles  and  reporting   requirements),
         authority,  duties and responsibilities shall be as the Company's chief
         financial  officer and (B) the Executive's  services shall be performed
         in the  county  where  the  Executive  was  employed  on the  Agreement
         Effective Date.

                 (ii) During the Employment  Period,  and excluding any periods
         of vacation  and sick leave to which the  Executive  is  entitled,  the
         Executive  agrees to devote his full  attention  and time during normal
         business  hours to the  business and affairs of the Company and, to the
         extent  necessary to  discharge  the  responsibilities  assigned to the
         Executive hereunder,  to use the Executive's reasonable best efforts to
         perform  faithfully and efficiently such  responsibilities.  During the
         Employment  Period,  it shall not be a violation of this  Agreement for
         the Executive to (A) serve on civic or charitable boards or committees,
         (B) deliver  lectures or fulfill  speaking  engagements  and (C) manage
         personal investments,  so long as such activities do not interfere with
         the performance of the Executive's  responsibilities  as an employee of
         the Company in accordance with this Agreement.


                  (b)      Compensation

                  (i) Base Salary.  During the Employment  Period, the Executive
         shall  receive an annual base salary  equal to $125,000  ("Annual  Base
         Salary"),  which  shall  be paid on a  semimonthly  basis.  During  the
         Employment Period, the Annual Base Salary shall be reviewed on June 30,
         1997 and in December 1998 and thereafter  annually.  Executive's salary
         shall be  increased  to  $150,000  as of July 1, 1997 if (i) the IPO is
         successfully  implemented,(ii)  an investor  relations  system has been
         established  and is  operational,  (iii)  there has been  designed  and
 
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         implemented  the first  version  of a  financial  reporting  system and
         reports,  (iv) a price/risk  management  policy has been  developed and
         adopted by the Company and a comprehensive  employee  benefits plan has
         been  implemented,  including a Section  401(k)  Plan.  Any increase in
         Annual  Base  Salary  shall  not  serve to limit or  reduce  any  other
         obligation to the Executive  under this  Agreement.  Annual Base Salary
         shall not be reduced  after any such increase and the term "Annual Base
         Salary,"  as  utilized  in this  Agreement,  shall refer to Annual Base
         Salary as so increased. As used in this Agreement, the term "affiliated
         companies" shall include,  when used with reference to the Company, any
         company  controlled  by,  controlling  or under common control with the
         Company.

                (ii)  Annual  Bonus.  In addition  to Annual  Base  Salary,  the
         Executive  shall be awarded,  for each  fiscal year or portion  thereof
         during the Employment Period, an Annual Bonus (the "Annual Bonus"),  in
         cash and stock  determined based on the Company's growth in each of the
         Company's reserves per share and audited annual net cash flow per share
         relative  to  Company's  reserves  and the audited net cash flow of the
         Company for the prior calendar year with the maximum Annual Bonus to be
         for the period up to and  including  December 31, 1997 and for calendar
         years  thereafter to be up to 50% of Annual Base Salary (for the period
         ending  December  31,  1997 to be  calculated  on the basis of $137,500
         total  Base  Salary  for such  period),  with a maximum  payable if the
         Company  achieves  the top 25% of the range of its  annual  performance
         goals  established  at the  outset  of the  year,  and in each case any
         Annual Bonus shall be paid  approximately 25% in cash and 75% in shares
         of Company Common Stock.

                (iii)  Incentives,  Savings and  Retirement  Plans.  During the
         Employment  Period,  the Executive  shall be entitled to participate in
         all  incentive,  savings and  retirement  plans that are  tax-qualified
         under Section 401(a) of the Internal Revenue Code of 1986, as amended
        ("Code"),  and all plans that are supplemental to any such tax-qualified
         plans,  in each  case to the  extent  that such  plans  are  applicable
         generally  to  other  executives  of the  Company  and  its  affiliated
         companies.

                 (iv) Welfare and Benefit Plans.  During the Employment  Period,
         the Executive and/or the Executive's  family, as the case may be, shall
         be eligible for  participation  in and shall receive all benefits under
         welfare benefit plans, practices, policies and programs provided by the
         Company or its affiliated  companies  (including,  without  limitation,
         medical, prescription,  dental, vision, disability, salary continuance,
         group life and  supplemental  group life,  accidental  death and travel
         accident  insurance  plans  and  programs)  to  the  extent  applicable
         generally  to  other  executives  of  the  Company  or  its  affiliated
         companies.

                  (v)  Expenses.  During the  Employment  Period,  the Executive
         shall be entitled to receive  prompt  reimbursement  for all reasonable
         expenses  incurred  by  the  Executive  in  accordance  with  the  most
         favorable  policies,  practices  and  procedures of the Company and its
         affiliated companies.

                 (vi)  Vacaiton.  During the Employment  Period,  the Executive
         shall be entitled to paid  vacation of two weeks per year  beginning in
         1997 and each period of December 24 to January 2.

                (vii)  Stock  Option  Grants.  Upon  consumation  of the  IPO,
         Executive  shall be granted  stock options on .5 of 1% (one-half of one
         percent),   determined  on  a  fully  diluted  basis   (excluding   any
         overallotment option to the extent not exercised at the initial closing
         date  of  the  IPO,  restricted  stock  or  stock  options  granted  in
         connection  with the IPO),  shares of Company  common stock,  par value
         $.01 per share ("Common Stock"),  at an exercise price equal to the IPO
  
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         Price ("Initial Stock Option").  The Initial Stock Option has a term of
         10  years  and  is  exercisable  in  cumulative  annual  increments  of
         one-fifth  of the  total  number  of  shares  subject  to  the  option,
         beginning on the first  anniversary  of the Date of Grant.  "IPO" shall
         mean the initial public  offering of Common Stock pursuant to which the
         Company receives payment in cash for shares of its Common Stock that it
         sells  pursuant  to a  registration  statement  on Form S-1  filed  and
         declared  effective under the Securities Act of 1933. "IPO Price" shall
         mean the per share price to the public for the Common Stock sold in the
        IPO, as set forth on the cover page of the final prospectus for the IPO.

               3. Termination of Employment

              (a)  Death  and  Disability.   The  Executive's  employment  shall
terminate automatically upon the Executive's death during the Employment Period.
If the Company determines in good faith that the Disability of the Executive has
occurred during the Employment  Period (pursuant to the definition of Disability
set forth below), it may give to the Executive written notice in accordance with
Section 11(d) of this  Agreement of its  intention to terminate the  Executive's
employment.  In such event,  the  Executive's  employment with the Company shall
terminate effective on the 30th day afte receipt of such notice by the Executive
(the "Disability Effective Date"),  provided that, within the 30 days after such
receipt,  the Executive shall not have returned to full-time  performance of the
Executive's duties. For purposes of this Agreement,  "Disability" shall mean the
absence of the  Executive  from the  Executive's  duties  with the  Company on a
full-time basis for 120 consecutive  business days as a result of incapacity due
to mental or physical illness which is determined to be total and permanent by a
physician  selected  by  the  Company  or its  insurers  and  acceptable  to the
Executive  or  the  Executive's  legal  representative  (such  agreement  as  to
acceptability not to be withheld unreasonably).

        (b) Cause. The Company may terminate the Executive's  employment  during
the Employment  Period for Cause. For purposes of this Agreement,  "Cause" shall
mean for the Company's termination of the Executive's  employment means: (i) the
Executive's  final  conviction  of a felony crime that enriched the Executive at
the  expense  of the  Company;  or (ii) the  Executive's  continuing  failure to
substantially  perform  his duties  and  responsibilities  hereunder  (except by
reason of the  Executive's  incapacity  due to  physical  or mental  illness  or
injury) for a period of 45 days after the Company has delivered to the Executive
a  written  demand  for  substantial   performance  hereunder  ;  or  (iii)  the
Executive's  serious or willful  misconduct  or a serious or willful  neglect of
duties which,  in either case, has resulted,  or in all probability is likely to
result, in material economic damage to the Company.

        (c) Good Reaseon.  The Executive's  employment may be terminated  during
the  Employment  Period by the Executive  for Good Reason.  For purposes of this
Agreement,  "Good Reason" shall mean the  occurrence of one of the following but
only after the occurrence of a Change of Control.

                           (i)  any   material   failure   by  the   Company  to
         substantially  comply  with any of the  provisions  of this  Agreement,
         other than a failure  which is remedied by the Company  promptly  after
         receipt of notice thereof given by the Executive;

                           (ii) the  Company's  requiring  the  Executive  to be
         based at any location other than that  described in Section  2(a)(i)(B)
         hereof;

                           (iii) any purported termination by the Company of the
         Executive's  employment  otherwise than as expressly  permitted by this
         Agreement;

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<PAGE>

                           (iv) any  failure by the  Company to comply  with and
         satisfy the requirements of Section 10 of this Agreement, provided that
         (A) the successor described in Section 10(c) has received,  at least 10
         days prior to the Date of Termination (as defined in  subparagraph  (e)
         below),  written  notice  from  the  Company  or the  Executive  of the
         requirements of such provision and (B) such failure to be in compliance
         and satisfy  the  requirements  of Section 10 shall  continue as of the
         Date of Termination; or

         (d) Notice of Termination. Any termination by the Company for Cause, or
by the Executive for Good Reason, shall be communicated by Notice of Termination
to the  other  party  hereto  given in  accordance  with  Section  11(d) of this
Agreement.  The  failure  by the  Executive  or the  Company to set forth in the
Notice of Termination any fact or circumstance which contributes to a showing of
Good Reason or Cause shall not waive any right of the  Executive  or the Company
hereunder or preclude the Executive or the Company from  asserting  such fact or
circumstance in enforcing the Executive's or the Company's rights hereunder.



<PAGE>



             (e) Date of termination.  For purposes of this Agreement,  the term
"Date of Termination"  means (i) if the Executive's  employment is terminated by
the Company for Cause, or by the Executive for Good Reason,  the date of receipt
of the Notice of Termination or any later date  specified  therein,  as the case
may be, (ii) if the  Executive's  employment  is terminated by the Company other
than for Cause or Disability, the Date of Termination shall be the date on which
the  Company  notifies  the  Executive  of such  termination  and  (iii)  if the
Executive's employment is terminated by reason of death or Disability,  the Date
of  Termination  shall be the date of death of the  Executive or the  Disability
Effective Date, as the case may be.

               (4)       Obligations of the Company upon Termination.

               (a) Disability or Good reason; Other than for Casue or Death. If,
during the  Employment  Period,  the Company  shall  terminate  the  Executive's
employment other than for Cause, including a termination by reason of Disability
but not by reason of death, or the Executive shall terminate employment for Good
Reason, or by reason of death:

                  (i)      the  Company  shall pay or  provide  to or in respect
of the  Executive  the  following amounts and benefits:

                           A. in a lump sum in cash,  within  10 days  after the
                  Date of  Termination,  an  amount  equal to the sum of (1) the
                  Executive's   Annual   Base   Salary   through   the  Date  of
                  Termination,  (2) any deferred  compensation earned and vested
                  by the  Executive  (together  with  any  accrued  interest  or
                  earnings thereon) and (3) any compensation for accrued, earned
                  and unused  vacation  time for which the Executive is eligible
                  in accordance with the practices of the Company,  in each case
                  to the extent  not  theretofore  paid (the sum of the  amounts
                  described  in clauses  (1),  (2) and (3) shall be  hereinafter
                  referred to as the "Accrued Obligation");

                           B. in a lump  sum in  cash,  undiscounted,  within 10
                  days  after  the  Date of Termination, an amount equal to the
                  Annual Base Salary;

                           C. effective as of the Date of Termination, immediate
                  vesting  and   exercisability   of,  and  termination  of  any
                  restrictions   on  sale  or  transfer  (other  than  any  such

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                  restriction arising by operation of law) with respect to, each
                  and every stock  option,  restricted  stock award,  restricted
                  stock unit award and other  equity-based award and performance
                  award (each, a "Compensatory Award") that is outstanding as of
                  a time immediately prior to the Date of Termination;

               (b) Death. If the Executive's  employment is terminated by reason
of the  Executive's  death during the Employment  Period,  this Agreement  shall
terminate without further  obligations to the Executive's legal  representatives
under this Agreement,  other than (i) the payment of Accrued  Obligations (which
shall be paid to the Executive's estate or beneficiary, as applicable, in a lump
sum in cash within 30 days of the Date of Termination),  and (ii) the payment of
an amount  equal to one-half  of his Annual  Salary in a cash lump sum within 30
days of the Date of Termination.

                 (c) Cause;  Other than for  Disability  or Good Reason.  If the
Executive's  employment  shall be  terminated  for Cause  during the  Employment
Period,  this  Agreement  shall  terminate  without  further  obligations to the
Executive  other  than for  Accrued  Obligations.  If the  Executive  terminates
employment  during the  Employment  Period,  excluding a termination  for any of
Disability  or Good Reason,  this  Agreement  shall  terminate  without  further
obligations to the Executive, other than for the payment of Accrued Obligations.
In such case, all Accrued  Obligations  shall be paid to the Executive in a lump
sum in cash within 30 days of the Date of Termination.

                 5.  Non-exclusivity of Rights.  Except as provided in Section 4
of this  Agreement,  nothing  in this  Agreement  shall  prevent  or  limit  the
Executive's  continuing or future participation in any plan, program,  policy or
practice  provided by the  Company or any of its  affiliated  companies  and for
which the Executive may qualify,  nor shall  anything  herein limit or otherwise
affect such rights as the  Executive  may have under any  contract or  agreement
with the Company or any of its  affiliated  companies.  Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan,
policy,  practice or program of or any contract or agreement with the Company or
any of its  affiliated  companies at or  subsequent  to the Date of  Termination
shall be payable in accordance  with such plan,  policy,  practice or program or
contract  or  agreement  except as such  plan,  policy,  practice  or program is
superseded by this Agreement.

                  6. Full Settlement.  The Company's obligation to make payments
provided  for in  this  Agreement  and  otherwise  to  perform  its  obligations
hereunder  shall  not be  affected  by  any  setoff,  counterclaim,  recoupment,
defense,  mitigation or other claim,  right or action which the Company may have
against the Executive or others.

                  7.  Confidential  Information.  The Executive  shall hold in a
fiduciary  capacity  for the benefit of the  Company all secret or  confidential
information,  knowledge or data relating to the Company or any of its affiliated
companies,  and their respective  businesses,  which shall have been obtained by
the  Executive  during the  Executive's  employment by the Company or any of its
affiliated  companies and which shall not be or become public  knowledge  (other
than by acts by the Executive or  representatives  of the Executive in violation
of this Agreement)  (referred to herein as  "Confidential  Information").  After
termination of the Executive's  employment with the Company, the Executive shall
not,  without the prior  written  consent of the Company or as may  otherwise be
required by law or legal process,  communicate or divulge any such  information,

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knowledge or data to anyone other than the Company and those  designated  by it.
In no event shall an asserted  violation  of the  provisions  of this  Section 7
constitute a basis for deferring or withholding any amounts otherwise payable to
the Executive under this Agreement.  Also,  within 14 days of the termination of
Executive'  employment  for any reason,  Executive  shall  return to Company all
documents and other tangible items of or containing  Company  information  which
are in Executive's possession, custody or control.

                  8.       Change of Control; Potential Change of Control

                  As used in this  Agreement,  the terms set forth  below  shall
have the following respective meanings:

                  "Affiliate"  shall have the  meaning  ascribed to such term in
Rule 12b-2 of the General  Rules and  Regulations  under the Exchange Act, as in
effect on the date of this Agreement.

                  "Associate" shall mean, with reference to any Person,  (a) any
corporation,  firm,  partnership,  association,  unincorporated  organization or
other entity  (other than the Company or a  subsidiary  of the Company) of which
such Person is an officer or general partner (or officer or general partner of a
general  partner) or is, directly or indirectly,  the Beneficial Owner of 10% or
more of any class of equity  securities,  (b) any trust or other estate in which
such  Person has a  substantial  beneficial  interest or as to which such Person
serves as trustee or in a similar  fiduciary  capacity  and (c) any  relative or
spouse of such Person, or any relative of such spouse,  who has the same home as
such Person.

                "Beneficial Owner" shall mean, with reference to any securities,
any Person  if:

                  (a)  such  Person  or  any of  such  Person's  Affiliates  and
         Associates,  directly or indirectly,  is the "beneficial  owner" of (as
         determined  pursuant to Rule 13d-3 of the General Rules and Regulations
         under the  Exchange  Act,  as in effect on the date of this  Agreement)
         such  securities  or otherwise has the right to vote or dispose of such
         securities,   including  pursuant  to  any  agreement,  arrangement  or
         understanding  (whether or not in writing);  provided,  however, that a
         Person  shall  not  be  deemed  the   "Beneficial   Owner"  of,  or  to
         "beneficially  own," any security under this subsection (a) as a result
         of an agreement,  arrangement or understanding to vote such security if
         such agreement,  arrangement or understanding: (i) arises solely from a
         revocable  proxy or consent  given in response to a public  (i.e.,  not
         including a  solicitation  exempted by Rule  14a-2(b)(2) of the General
         Rules  and  Regulations  under  the  Exchange  Act)  proxy  or  consent
         solicitation  made pursuant to, and in accordance  with, the applicable
         provisions of the General Rules and Regulations  under the Exchange Act
         and (ii) is not then  reportable  by such Person on Schedule  13D under
         the Exchange Act (or any comparable or successor report);

                  (b)  such  Person  or  any of  such  Person's  Affiliates  and
         Associates,  directly or  indirectly,  has the right or  obligation  to
         acquire  such   securities   (whether   such  right  or  obligation  is
         exercisable or effective  immediately or only after the passage of time
         or the occurrence of an event)  pursuant to any agreement,  arrangement
         or  understanding  (whether or not in writing) or upon the  exercise of
         conversion rights,  exchange rights, other rights, warrants or options,
         or otherwise;  provided, however, that a Person shall not be deemed the
         Beneficial Owner of, or to "beneficially  own," (i) securities tendered
         pursuant  to a tender or  exchange  offer made by such Person or any of
 
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         such Person's  Affiliates or Associates until such tendered  securities
         are accepted for purchase or exchange or (ii) securities  issuable upon
         exercise of Exempt Rights; or

                  (c)  such  Person  or  any  of  such  Person's  Affiliates  or
         Associates (i) has any agreement, arrangement or understanding (whether
         or not in writing) with any other Person (or any Affiliate or Associate
         thereof)  that  beneficially  owns such  securities  for the purpose of
         acquiring,  holding,  voting  (except  as set forth in the  proviso  to
         subsection (a) of this  definition) or disposing of such  securities or
         (ii) is a member of a group (as that term is used in Rule  13d-5(b)  of
         the General Rules and Regulations under the Exchange Act) that includes
         any other Person that beneficially owns such securities; provided,  
         however, that nothing in this definition shall cause a Person engaged
         in business as an underwriter of securities to be the Beneficial Owner
         of, or to "beneficially own," any securities acquired through such
         Person's  participation in good faith in a firm commitment underwriting
         until the expiration of 40 days after the date of such  acquisition. 
         For purposes  hereof,  "voting" a security shall include voting, 
         granting a proxy, consenting or making a request or demand relating to 
         corporate  action  (including,  without  limitation,  a demand for a 
        stockholder list, to call a stockholder meeting or to inspect corporate
         books and records) or otherwise giving an authorization (within the 
         meaning of Section 14(a) of the Exchange Act) in respect of such 
         security.

                  The terms  "beneficially own" and "beneficially  owning" shall
have meanings that are  correlative to this  definition of the term  "Beneficial
Owner."

                  "Change of Control" shall mean any of the following  occurring
on  or  after  the  Agreement   Effective  Date  except  that  the  transactions
contemplated by the  Combination  Agreement dated as of December 3, 1996, by and
among  the  Company,  Edge  Petroleum  Corporation,  a Texas  corporation,  Edge
Mergeco,  Inc., Gulfedge Limited Partnership,  Edge Group II Limited Partnership
and Edge Group Partnership shall not constitute a Change of Control:

                  (a) any Person (other than an Exempt  Person) shall become the
         Beneficial  Owner of 40% or more of the  shares  of Common  Stock  then
         outstanding  or 40% or more of the combined  voting power of the Voting
         Stock of the  Company  then  outstanding;  provided,  however,  that no
         Change  of  Control  shall be  deemed  to occur  for  purposes  of this
         subsection (a) if such Person shall become a Beneficial Owner of 40% or
         more of the  shares  of  Common  Stock  or 40% or more of the  combined
         voting power of the Voting  Stock of the Company  solely as a result of
         (i) an Exempt  Transaction or (ii) an acquisition by a Person  pursuant
         to a  reorganization,  merger  or  consolidation,  if,  following  such
         reorganization,  merger or consolidation,  the conditions  described in
         clauses (i), (ii) and (iii) of subsection  (c) of this  definition  are
         satisfied;

                  (b)  individuals  who,  as of the  Agreement  Effective  Date,
         constitute  the Board (the  "Incumbent  Board") cease for any reason to
         constitute at least a majority of the Board;  provided,  however,  that
         any  individual   becoming  a  director  subsequent  to  the  Agreement
         Effective  Date whose  election,  or  nomination  for  election  by the
         Company's  shareholders,  was approved by a vote of at least a majority
         of  the  directors  then   comprising  the  Incumbent  Board  shall  be
         considered  as though such  individual  were a member of the  Incumbent
         Board;  provided,  further,  that  there  shall be  excluded,  for this
         purpose,  any such individual whose initial assumption of office occurs
         as a result  of any  actual  or  threatened  election  contest  that is
         subject to the provisions of Rule 14a-11 under the Exchange Act;

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                  (c)  approval  by  the   shareholders  of  the  Company  of  a
         reorganization,   merger  or  consolidation,   in  each  case,  unless,
         following such reorganization,  merger or consolidation,  (i) more than
         85% of the then  outstanding  shares of common stock of the corporation
         resulting from such  reorganization,  merger or  consolidation  and the
         combined  voting  power of the then  outstanding  Voting  Stock of such
         corporation  beneficially  owned,  directly  or  indirectly,  by all or
         substantially  all of the Persons who were the Beneficial Owners of the
         outstanding  Common  Stock  immediately  prior to such  reorganization,
         merger or consolidation in substantially  the same proportions as their
         ownership,   immediately  prior  to  such  reorganization,   merger  or
         consolidation,   of  the  outstanding  Common  Stock,  (ii)  no  Person
         (excluding  any  Exempt  Person  or  any  Person  beneficially  owning,
         immediately  prior to such  reorganization,  merger  or  consolidation,
         directly  or  indirectly,   40%  or  more  of  the  Common  Stock  then
         outstanding  or 40% or more of the combined  voting power of the Voting
         Stock of the Company then outstanding)  beneficially owns,  directly or
         indirectly,  40% or more of the then outstanding shares of common stock
         of the  corporation  resulting  from  such  reorganization,  merger  or
         consolidation  or the  combined  voting  power of the then  outstanding
         Voting Stock of such  corporation  and (iii) at least a majority of the
         members of the board of directors  of the  corporation  resulting  from
         such  reorganization,  merger  or  consolidation  were  members  of the
         Incumbent  Board at the time of the execution of the initial  agreement
         or  initial  action by the  Board  providing  for such  reorganization,
         merger or consolidation; or

                  (d)  approval  by the  shareholders  of the  Company  of (i) a
         complete   liquidation  or  dissolution  of  the  Company  unless  such
         liquidation or dissolution is approved as part of a plan of liquidation
         and dissolution involving a sale or disposition of all or substantially
         all of the  assets of the  Company  to a  corporation  with  respect to
         which,   following  such  sale  or  other   disposition,   all  of  the
         requirements of clauses (ii)(A), (B) and (C) of this subsection (d) are
         satisfied,   or  (ii)  the  sale  or  other   disposition   of  all  or
         substantially  all of  the  assets  of the  Company,  other  than  to a
         corporation,  with  respect  to  which,  following  such  sale or other
         disposition, (A) more than 85% of the then outstanding shares of common
         stock of such  corporation  and the combined voting power of the Voting
         Stock of such  corporation  is then  beneficially  owned,  directly  or
         indirectly,  by all or  substantially  all of the  Persons who were the
         Beneficial Owners of the outstanding  Common Stock immediately prior to
         such sale or other  disposition in substantially the same proportion as
         their ownership,  immediately prior to such sale or other  disposition,
         of the outstanding  Common Stock,  (B) no Person  (excluding any Exempt
         Person and any Person  beneficially  owning,  immediately prior to such
         sale or other disposition,  directly or indirectly,  40% or more of the
         Common Stock then  outstanding  or 40% or more of the  combined  voting
         power of the Voting Stock of the Company then outstanding) beneficially
         owns,  directly  or  indirectly,  40% or more of the  then  outstanding
         shares of common  stock of such  corporation  and the  combined  voting
         power of the then outstanding  Voting Stock of such corporation and (C)
         at least a majority  of the members of the board of  directors  of such
         corporation  were  members  of the  Incumbent  Board at the time of the
         execution  of the  initial  agreement  or  initial  action of the Board
         providing for such sale or other disposition of assets of the Company.

                                       9
<PAGE>

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

                  "Exempt Person" shall mean the Company,  any subsidiary of the
Company,  any  employee  benefit  plan of the Company or any  subsidiary  of the
Company,  and any Person organized,  appointed or established by the Company for
or pursuant to the terms of any such plan.

                  "Exempt  Rights"  shall mean any rights to purchase  shares of
Common Stock or other Voting Stock of the Company if at the time of the issuance
thereof  such rights are not  separable  from such Common  Stock or other Voting
Stock (i.e., are not  transferable  otherwise than in connection with a transfer
of the underlying Common Stock or other Voting Stock) except upon the occurrence
of a contingency,  whether such rights exist as of the Agreement  Effective Date
or are thereafter  issued by the Company as a dividend on shares of Common Stock
or other Voting Securities or otherwise.

                  "Exempt  Transaction" shall mean an increase in the percentage
of the  outstanding  shares of Common  Stock or the  percentage  of the combined
voting power of the outstanding  Voting Stock of the Company  beneficially owned
by any  Person  solely as a result  of a  reduction  in the  number of shares of
Common Stock then  outstanding  due to the  repurchase of Common Stock or Voting
Stock by the  Company,  unless  and until  such  time as (a) such  Person or any
Affiliate or Associate  of such Person  shall  purchase or otherwise  become the
Beneficial Owner of additional shares of Common Stock constituting 1% or more of
the  then  outstanding  shares  of  Common  Stock  or  additional  Voting  Stock
representing  1% or more of the combined  voting  power of the then  outstanding
Voting Stock, or (b) any other Person (or Persons) who is (or collectively  are)
the Beneficial  Owner of shares of Common Stock  constituting  1% or more of the
then outstanding  shares of Common Stock or Voting Stock representing 1% or more
of the combined voting power of the then  outstanding  Voting Stock shall become
an Affiliate or Associate of such Person.

                  "Person"  shall  mean  any  individual,   firm,   corporation,
partnership, association, trust, unincorporated organization or other entity.

                  "Potential  Change of Control" shall mean any of the following
occurring on or after the Agreement  Effective Date except that the transactions
contemplated by the  Combination  Agreement dated as of December 3, 1996, by and
among  the  Company,  Edge  Petroleum  Corporation,  a Texas  corporation,  Edge
Mergeco,  Inc., Gulfedge Limited Partnership,  Edge Group II Limited Partnership
and Edge Group Partnership shall not constitute a Potential Change of Control:

                  (a) the  commencement  of a tender or  exchange  offer for the
         Company's  Common Stock that, if consummated,  would result in a Change
         of Control; or

                  (b)  the  Company   enters  into  an   agreement   which,   if
         consummated, would constitute a Change of control; or

                  (c) the  commencement of a contested  election contest subject
         to the provisions of Rule 14a-11 under the Exchange Act; or

                  (d) the occurrence of any other event that the Company's Board
         determines could result in a Change of Control.

                                       10
<PAGE>

                  "Voting Stock" shall mean, with respect to a corporation,  all
securities of such  corporation of any class or series that are entitled to vote
generally in the election of directors of such corporation  (excluding any class
or series that would be entitled so to vote by reason of the  occurrence  of any
contingency, so long as such continency has not occurred).

                  9.  Covenant Not to Compete.

                  (a)   Executive   recognizes   that  in  each  of  the  highly
competitive  businesses in which the Company is engaged,  personal contact is of
primary  importance  in securing new customers and in retaining the accounts and
goodwill of present  customers and protecting  the business of the Company.  The
Executive,  therefore, agrees that during the Employment Period and, if the Date
of Termination occurs by reason of the Executive  terminating his employment for
reasons other than Disability or Good Reason, for a period of one year after the
Date of  Termination,  he will not,  either  within  75 miles of any  geographic
location  with  respect to which he has  devoted  substantial  attention  to the
material  business  interests  of the  Company  (other than the  Company's  home
office) or any of its  affiliated  companies  or with  respect to any  immediate
geologic  trends in which the  Company  or any of its  affiliated  companies  is
active as of the Date of  Termination  without  regard in either case to whether
Executive has worked at such  location (the  "Relevant  Geographic  Area"),  (i)
accept  employment or render service to any Person that is engaged in a business
directly  competitive with the business then engaged in by the Company or any of
its  affiliated  companies  or (ii) enter into or take part in or lend his name,
counsel  or  assistance  to  any  business,  either  as  proprietor,  principal,
investor,  partner, director, officer,  executive,  consultant,  advisor, agent,
independent  contractor,  or in any other capacity  whatsoever,  for any purpose
that  would  be  competitive  with the  business  of the  Company  or any of its
affiliated companies (all of the foregoing activities are collectively  referred
to as the "Prohibited Activity").

                  (b) In  addition  to all  other  remedies  at law or in equity
which the Company may have for breach of a  provision  of this  Section 9 by the
Executive,  it is  agreed  that in the  event  of any  breach  or  attempted  or
threatened  breach of any such  provision,  the Company shall be entitled,  upon
application  to any court of proper  jurisdiction,  to a  temporary  restraining
order  or  preliminary   injunction   (without  the  necessity  of  (i)  proving
irreparable  harm,  (ii)  establishing  that monetary  damages are inadequate or
(iii) posting any bond with respect thereto)  against the Executive  prohibiting
such breach or attempted or  threatened  breach by proving only the existence of
such breach or attempted or threatened breach. If the provisions of this Section
9  should  ever be  deemed  to  exceed  the  time,  geographic  or  occupational
limitations permitted by the applicable law, the Executive and the Company agree
that such  provisions  shall be and are hereby  reformed  to the  maximum  time,
geographic or occupational limitations permitted by the applicable law.

                  (c) The covenants of the Executive set forth in this Section 9
are  independent of and severable from every other  provision of this Agreement;
and the breach of any other  provision  of this  Agreement by the Company or the
breach by the  Company  of any  other  agreement  between  the  Company  and the
Executive  shall not affect the validity of the  provisions of this Section 9 or
constitute  a defense  of the  Executive  in any suit or action  brought  by the
Company to enforce any of the  provisions  of this  Section 9 or seek any relief
for the breach thereof by Executive.

                  (d) The Executive  acknowledges,  agrees and stipulates  that:
(i) the terms and  provisions of this Agreement are reasonable and constitute an
otherwise  enforceable  agreement  to which  the terms  and  provisions  of this
Section 9 are  ancillary or a part of as  contemplated  by Tex. Bus. & Com. Code
Ann. ss.ss.  15.50-15.52;  (ii) the consideration  provided by the Company under
this Agreement is not illusory; and (iii) the consideration given by the Company

                                       11
<PAGE>

under this  Agreement,  including,  without  limitation,  the  provision  by the
Company of Confidential  Information to the Executive as contemplated by Section
7, gives rise to the  Company's  interest in  restraining  and  prohibiting  the
Executive  from  engaging  in  the  Prohibited   Activity  within  the  Relevant
Geographic Area as provided under this Section 9, and the  Executive's  covenant
not to engage in the Prohibited  Activity  within the Relevant  Geographic  Area
pursuant to this Section 9 is designed to enforce the Executive's  consideration
(or return promises),  including, without limitation, the Executive's promise to
not disclose Confidential Information under this Agreement.

                  10.  Successors.

                  (a) This  Agreement is personal to the  Executive  and without
the  prior  written  consent  of the  Company  shall  not be  assignable  by the
Executive  otherwise than by will or the laws of descent and distribution.  This
Agreement  shall inure to the benefit of and be enforceable  by the  Executive's
heirs, executors and other legal representatives.

                  (b)  This  Agreement  shall  inure  to the  benefit  of and be
binding  upon the Company and may only be assigned to a successor  described  in
Section 10(c).

                  (c) The Company will require any successor  (whether direct or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially  all of the  business  and/or  assets  of the  Company  to  assume
expressly and agree to perform this Agreement in the same manner and to the same
extent  that the Company  would be required to perform it if no such  succession
had taken place. As used in this Agreement,  "Company" shall mean the Company as
hereinbefore  defined  and  any  successor  to its  business  and/or  assets  as
aforesaid  which  assumes and agrees to perform  this  Agreement by operation of
law, or otherwise.

                  11.  Miscellaneous

                  (a) This  Agreement  shall be  governed  by and  construed  in
accordance with the laws of the State of Texas,  without reference to principles
of conflict of laws that would require the  application of the laws of any other
state or jurisdiction.

                  (b)  The  captions  of  this  Agreement  are  not  part of the
provisions hereof and shall have no force or effect.

                  (c) This  Agreement  may not be amended or modified  otherwise
than by a written  agreement  executed by the parties hereto or their respective
successors and heirs, executors and other legal representatives.

                  (d) All notices and other communications hereunder shall be in
writing and shall be given,  if by the Executive to the Company,  by telecopy or
facsimile transmission at the telecommunications  number set forth below and, if
by either the  Company or the  Executive,  either by hand  delivery to the other
party or by registered or certified  mail,  return  receipt  requested,  postage
prepaid, addressed as follows:

                  If to the Executive:
                  --------------------
                  Michael G. Long
                  6728 Brompton Road
                  Houston, Texas  77005
                  Telecommunications Number:  (713) 664-6537


                                       12
<PAGE>



                  If to the Company:
                  ------------------
                  Edge Petroleum Corporation
                  Attention:  John Calaway
                  1111 Bagby, Suite 2100
                  Houston, Texas  77002
                  Telecommunications Number:  (713) 654-8960
                  Attention:  Corporate Secretary

or to such other  address as either  party shall have  furnished to the other in
writing in accordance  herewith.  Notice and  communications  shall be effective
when actually received by the addressee.

                  (e) The  invalidity  or  unenforceability  of any provision of
this  Agreement  shall not affect the  validity or  enforceability  of any other
provision of this Agreement.

                  (f) The Company may withhold  from any amounts  payable  under
this  Agreement  such  federal,  state or local taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

                  (g) The  Executive's  or the Company's  failure to insist upon
strict  compliance  with any  provision  hereof or any other  provision  of this
Agreement  or the failure to assert any right the  Executive  or the Company may
have hereunder,  including,  without  limitation,  the right of the Executive to
terminate  employment  for Good  Reason or during a Window  Period  pursuant  to
Section  3(c) of this  Agreement,  shall  not be  deemed  to be a waiver of such
provision or right or any other provision or right of this Agreement.

                  (h) This  Agreement  shall become  effective as of the date on
which both the  Company and the  Executive  have  executed  the  Agreement  (the
"Agreement Effective Date").


                  IN WITNESS  WHEREOF,  the  Executive has hereunto set his hand
and, pursuant to the authorization from its Board of Directors,  the Company has
caused  these  presents to be executed in its name on its behalf,  all as of the
day and year first above written.



Date:             12/19/96                    /S/ John E. Calaway
--------------------------                    ---------------------
                                                  John Calaway
                                             Chief Executive Officer


Date:             12/19/98                    /S/ Michael G. Long
--------------------------                    ---------------------
                                                  Michael G. Long

  


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