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                                                                   EXHIBIT 10.61



                                PLEDGE AGREEMENT


         THIS PLEDGE AGREEMENT (this "Agreement") is made as of November 25,
1997, by each of the undersigned (each individually a "Pledgor" and
collectively, "Pledgors"), in favor of Energy Capital Investment Company PLC, an
English investment company, EnCap Equity 1994 Limited Partnership, a Texas
limited partnership, and Gecko Booty 1994 I Limited Partnership, a Texas limited
partnership (collectively, "Secured Party").

                                    RECITALS:

1.       Future Petroleum Corporation, a Utah corporation ("Buyer") has executed
         those certain promissory notes of even date herewith, payable to the
         order of Secured Party in the aggregate principal amount of $6,600,000
         (such promissory notes, as from time to time amended, and all
         promissory notes given in substitution, renewal or extension therefor
         or thereof, in whole or in part, collectively, the "Notes").

2.       The Notes were executed pursuant to a Purchase and Sale Agreement dated
         November 25, 1997 (the "Purchase Agreement"), by and between Buyer and
         Secured Party, pursuant to which Buyer has agreed to purchase from
         Secured Party all of the limited partnership interests in each of BMC
         Development No. 1 Limited Partnership and Future Acquisition 1995,
         Ltd., each a Texas limited partnership (together with their successors,
         each a "Partnership"), and all of the assets of Gecko Booty 1994 I
         Limited Partnership, and pursuant to which Secured Party has agreed to
         extend credit to Buyer under the Notes to consummate such purchase.

3.       Pursuant to the Purchase Agreement, each Partnership, Future Energy
         Corporation, a Nevada corporation ("Future Nevada"), and Future
         Petroleum Corporation, a Texas corporation ("Future Texas"), each a
         wholly-owned Subsidiary of Buyer and the sole limited and general
         partners of each Partnership, respectively, are concurrently herewith
         giving to Secured Party a Guaranty of even date herewith (as from time
         to time amended, supplemented or restated, the "Guaranty") of all of
         the indebtedness of Buyer under the Purchase Agreement and the Notes.

4.       It is a condition precedent to Secured Party's obligation to extend
         credit to Buyer pursuant to the Purchase Agreement that Pledgors shall
         execute and deliver to Secured Party a satisfactory pledge agreement
         pledging the capital stock of Future Nevada and Future Texas and the
         partnership interests in the Partnerships to secure Pledgors'
         obligations under the Purchase Agreement, the Notes and the Guaranty.

5.       Buyer owns directly (i) all of the issued and outstanding shares of
         capital stock of Future Nevada, which in turn owns a 99% limited
         partnership interest in each Partnership, and (ii) all of the issued
         and outstanding shares of capital stock of Future Texas, which in turn
         owns a 1% general partnership interest in each Partnership.

6.       Buyer, Future Nevada, Future Texas and the other direct and indirect
         subsidiaries of Buyer are mutually dependent on each other in the
         conduct of their respective businesses under a holding company
         structure, with the credit needed from time to time by each often being
         provided by another or by means of financing obtained by one such
         affiliate with the support of the others for their mutual benefit and
         the ability of each to obtain such financing being dependent on the
         successful operations of the others.



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7.       The board of directors of each Pledgor has determined that such
         Pledgor's execution, delivery and performance of this Agreement may
         reasonably be expected to benefit such Pledgor, directly or indirectly,
         and are in the best interests of such Pledgor.

         NOW, THEREFORE, in consideration of the premises, of the benefits which
will inure to Pledgors from Secured Party's extension of credit under the Notes,
and of Ten Dollars and other good and valuable consideration, the receipt and
sufficiency of all of which are hereby acknowledged, and in order to induce
Secured Party to extend credit under the Purchase Agreement, each Pledgor hereby
agrees with Secured Party as follows:

                                   AGREEMENTS

                     ARTICLE I -- Definitions and References

         Section 1.1. General Definitions. As used herein, the terms
"Agreement", "Pledgor", "Secured Party", "Buyer", "Notes", "Purchase Agreement",
"Partnership", "Future Nevada", "Future Texas" and "Guaranty" shall have the
meanings indicated above, and the following terms shall have the following
meanings:

         "Collateral" means all property, of whatever type, which is described
in Section 2.1 as being at any time subject to a security interest granted
hereunder to Secured Party.

         "Issuer" means each Partnership, Future Nevada, Future Texas and any
successor of any such Issuer.

         "Obligation Documents" means the Notes, the Purchase Agreement, the
Guaranty, the Note Documents and all other documents and instruments under, by
reason of which, or pursuant to which any or all of the Secured Obligations are
evidenced, governed, secured, guarantied, or otherwise dealt with, and all other
agreements, certificates, and other documents, instruments and writings
heretofore or hereafter delivered in connection herewith or therewith.

         "Other Liable Party" means any Person, other than Pledgor, who may now
or may at any time hereafter be primarily or secondarily liable for any of the
Secured Obligations or who may now or may at any time hereafter have granted to
Secured Party a Lien upon any property as security for the Secured Obligations.

         "Other Partnership Rights" has the meaning given it in Section 2.1(b).

         "Partnership Agreements", "Partnership Rights", and "Partnership Rights
to Payments" have the meanings given them in Section 2.1(b).

         "Person" means an individual, corporation, partnership, association,
joint stock company, trust, unincorporated organization or joint venture, or a
court or governmental unit or any agency or subdivision thereof, or any other
legally recognizable entity.

         "Pledged Shares" has the meaning given it in Section 2.1(a).

         "Secured Obligations" shall have the meaning given to it in Section
2.2.

         "UCC" means the Uniform Commercial Code in effect in the State of Texas
on the date hereof.



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         Section 1.2. Incorporation of Other Definitions. Reference is hereby
made to the Purchase Agreement for a statement of the terms thereof. All
capitalized terms used in this Agreement which are defined in the Purchase
Agreement and not otherwise defined herein shall have the same meanings herein
as set forth therein. All terms used in this Agreement which are defined in the
UCC and not otherwise defined herein or in the Purchase Agreement shall have the
same meanings herein as set forth therein, except where the context otherwise
requires.

         Section 1.3. Attachments. All exhibits or schedules which may be
attached to this Agreement are a part hereof for all purposes.

         Section 1.4. Amendment of Defined Instruments. Unless the context
otherwise requires or unless otherwise provided herein, references in this
Agreement to a particular agreement, instrument or document (including, but not
limited to, references in Section 2.1) also refer to and include all renewals,
extensions, amendments, modifications, supplements or restatements of any such
agreement, instrument or document, provided that nothing contained in this
Section shall be construed to authorize any Person to execute or enter into any
such renewal, extension, amendment, modification, supplement or restatement.

         Section 1.5. References and Titles. All references in this Agreement to
Exhibits, Articles, Sections, subsections, and other subdivisions refer to the
Exhibits, Articles, Sections, subsections and other subdivisions of this
Agreement unless expressly provided otherwise. Titles appearing at the beginning
of any subdivision are for convenience only and do not constitute any part of
any such subdivision and shall be disregarded in construing the language
contained in this Agreement. The words "this Agreement", "herein", "hereof",
"hereby", "hereunder" and words of similar import refer to this Agreement as a
whole and not to any particular subdivision unless expressly so limited. The
phrases "this Section" and "this subsection" and similar phrases refer only to
the Sections or subsections hereof in which the phrase occurs. The word "or" is
not exclusive, and the word "including" (in all of its forms) means "including
without limitation". Pronouns in masculine, feminine and neuter gender shall be
construed to include any other gender, and words in the singular form shall be
construed to include the plural and vice versa unless the context otherwise
requires.

                         ARTICLE II -- Security Interest

         Section 2.1. Grant of Security Interest. As collateral security for all
of the Secured Obligations, each Pledgor hereby pledges and assigns to Secured
Party and grants to Secured Party a continuing security interest in and to all
right, title and interest of the following:

         (a) Pledged Shares. All of the following, whether now or hereafter
existing, which are owned by such Pledgor or in which such Pledgor otherwise has
any rights: the shares of stock described on Exhibit A hereto and all other
shares of stock in Future Texas or Future Nevada which are now or hereafter
owned by Pledgor, all certificates representing any such shares, all options and
other rights, contractual or otherwise, at any time existing with respect to
such shares, and all dividends, cash, instruments and other property now or
hereafter received, receivable or otherwise distributed in respect of or in
exchange for any or all of such shares (any and all such shares, certificates,
options, rights, dividends, cash, instruments and other property, collectively,
the "Pledged Shares").

         (b) Partnership Rights. All of the following (collectively, the
"Partnership Rights"), whether now or hereafter existing, which are owned by
such Pledgor or in which such Pledgor otherwise has any rights:



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                  (i) all proceeds, interest, profits, and other payments or
         rights to payment attributable to such Pledgor's interests in the
         Partnerships described in Exhibit A, and all distributions, cash,
         instruments and other property now or hereafter received, receivable or
         otherwise made with respect to or in exchange for any interest of such
         Pledgor in any Partnership, including interim distributions, returns of
         capital, loan repayments, and payments made in liquidation of any
         Partnership, and whether or not the same arise or are payable under any
         partnership agreement or certificate forming any Partnership or any
         other agreement governing any Partnership or the relations among the
         partners in any Partnership (any and all such proceeds, interest,
         profits, payments, rights to payment, distributions, cash, instruments,
         other property, interim distributions, returns of capital, loan
         repayments, and payments made in liquidation, collectively, the
         "Partnership Rights to Payments", and any and all such partnership
         agreements, certificates, and other agreements, collectively, the
         "Partnership Agreements"); and

                  (ii) all other interests and rights of such Pledgor in any of
         the Partnerships, whether under the Partnership Agreements or
         otherwise, including without limitation any right to cause the
         dissolution of any Partnership or to appoint or nominate a successor to
         such Pledgor as a partner in any Partnership (all such other interests
         and rights, collectively, the "Other Partnership Rights").

         (c) Proceeds. All proceeds of any and all of the foregoing Collateral
and, to the extent not otherwise included, all payments under insurance (whether
or not Secured Party is the loss payee thereof) or under any indemnity, warranty
or guaranty by reason of loss to or otherwise with respect to any of the
foregoing Collateral.

In each case, the foregoing shall be covered by this Agreement, whether such
Pledgor's ownership or other rights therein are presently held or hereafter
acquired and however such Pledgor's interests therein may arise or appear
(whether by ownership, security interest, claim or otherwise).

         Each Pledgor other than Buyer and Secured Party (by its acceptance
hereof), hereby confirm that it is their intention that the security interests
granted by such Pledgor hereunder not constitute a fraudulent transfer or
fraudulent conveyance for purposes of any federal or state law. To effectuate
the foregoing intention, each such Pledgor and Secured Party (by its acceptance
hereof) hereby irrevocably agree and understand that, notwithstanding any other
provision of this Agreement, the Collateral granted by such Pledgor hereunder
shall be limited to the maximum amount of Collateral that can be pledged without
rendering this Agreement, as it relates to such Pledgor, voidable under
applicable law relating to fraudulent conveyances or fraudulent transfers, and
not for any greater amount.

         The granting of the foregoing security interest does not make Secured
Party a successor to any Pledgor as a partner in any Partnership, and neither
Secured Party nor any of its successors or assigns hereunder shall be deemed to
have become a partner in any Partnership by accepting this Agreement or
exercising any right granted herein unless and until such time, if any, when
Secured Party or any such successor or assign expressly becomes a partner in any
Partnership after a foreclosure upon Other Partnership Rights. Notwithstanding
anything herein to the contrary (except to the extent, if any, that Secured
Party or any of its successors or assigns hereafter expressly becomes a partner
in any Partnership), neither Secured Party nor any of its successors or assigns
shall be deemed to have assumed or otherwise become liable for any debts or
obligations of any Partnership or of any Pledgor to or under any Partnership,
and the above definition of "Other Partnership Rights" shall be deemed modified,
if necessary, to prevent any such assumption or other liability.



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         Section 2.2. Secured Obligations Secured. The security interest created
hereby in the Collateral constitutes continuing collateral security for all of
the following obligations, indebtedness and liabilities, whether now existing or
hereafter incurred or arising:

         (a) Purchase Agreement Indebtedness. The payment by Buyer, as and when
due and payable, of the "Obligations", as defined in the Purchase Agreement, and
of all amounts from time to time owing by Buyer under or in respect of the
Purchase Agreement, the Notes or any of the other Obligation Documents.

         (b) Guaranty Indebtedness. The payment by the Partnerships, Future
Nevada and Future Texas, as and when due and payable, of all amounts from time
to time owing by such Person under or in respect of the Guaranty, or any of the
other Obligation Documents to which such Person is a party, and the due
performance by the Partnerships, Future Nevada and Future Texas of all of its
other respective obligations under or in respect of the Guaranty and such other
Obligation Documents.

         (c) Renewals. All renewals, extensions, amendments, modifications,
supplements, or restatements of or substitutions for any of the foregoing.

         (d) Performance. The due performance and observance by each Pledgor of
all of its other obligations from time to time existing under or in respect of
any of the Obligation Documents.

As used herein, the term "Secured Obligations" refers to all present and future
indebtedness, obligations and liabilities of whatever type which are described
above in this section, including any interest which accrues after the
commencement of any case, proceeding, or other action relating to the
bankruptcy, insolvency, or reorganization of any Pledgor. Each Pledgor hereby
acknowledges that the Secured Obligations are owed to each Secured Party and
that each Secured Party is entitled to the benefits of the Liens given under
this Agreement.

            ARTICLE III -- Representations, Warranties and Covenants

         Section 3.1. Representations and Warranties. Each Pledgor represents
and warrants to Secured Party as follows:

         (a) Ownership Free of Liens. Each Pledgor has good and marketable title
to the Collateral free and clear of all Liens, encumbrances or adverse claims,
except for the security interest created by this Agreement. No dispute, right of
setoff, counterclaim or defense exists with respect to all or any part of the
Collateral. No effective financing statement or other instrument similar in
effect covering all or any part of the Collateral is on file in any recording
office except any which have been filed in favor of Secured Party relating to
this Agreement.

         (b) No Conflicts or Consents. Neither the ownership or the intended use
of the Collateral by any Pledgor, nor the grant of the security interest by each
Pledgor to Secured Party herein, nor the exercise by Secured Party of its rights
or remedies hereunder, will (i) conflict with any provision of (a) any domestic
or foreign law, statute, rule or regulation, (b) the articles or certificate of
incorporation, charter or bylaws or partnership agreement of any Pledgor or any
Partnership, or (c) any agreement, judgment, license, order or permit applicable
to or binding upon any Pledgor or any Issuer, or (ii) result in or require the



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creation of any Lien, charge or encumbrance upon any assets or properties of any
Pledgor or any Issuer except as expressly contemplated in the Obligation
Documents. Except as expressly contemplated in the Obligation Documents, no
consent, approval, authorization or order of, and no notice to or filing with,
any court, governmental authority, Issuer or third party is required in
connection with the grant by Pledgors of the security interest herein, or the
exercise by Secured Party of its rights and remedies hereunder.

         (c) Security Interest. Each Pledgor has and will have at all times full
right, power and authority to grant a security interest in the Collateral to
Secured Party as provided herein, free and clear of any Lien, adverse claim, or
encumbrance. This Agreement creates a valid and binding security interest in
favor of Secured Party in the Collateral, which security interest secures all of
the Secured Obligations. The taking possession by Secured Party of all
instruments and cash constituting Collateral from time to time and the filing of
the financing statements delivered concurrently herewith by Pledgors to Secured
Party will perfect, and establish the first priority of, Secured Party's
security interest hereunder in the Collateral securing the Secured Obligations.
No further or subsequent filing, recording, registration, other public notice or
other action is necessary or desirable to perfect or otherwise continue,
preserve or protect such security interest except for continuation statements or
filings described in Section 3.3(d).

         (d) Location of Pledgors and Records. Each Pledgor's chief executive
office and principal place of business and the office where the records
concerning the Collateral are kept is located at its address set forth in the
Purchase Agreement.

         (e) Pledged Shares. Each Pledgor has delivered to Secured Party all
certificates evidencing Pledged Shares. All such certificates are valid and
genuine and have not been altered. All shares and other securities constituting
the Pledged Shares have been duly authorized and validly issued, are fully paid
and non-assessable, and were not issued in violation of the preemptive rights of
any Person or of any agreement by which Pledgor or the Issuer thereof is bound.
All documentary, stamp or other taxes or fees owing in connection with the
issuance, transfer or pledge of Pledged Shares (or rights in respect thereof)
have been paid. No restrictions or conditions exist with respect to the
transfer, voting or capital of any Pledged Shares. The Pledged Shares constitute
the percentage of the class of issued shares of capital stock which is indicated
on Exhibit A. No Issuer of any Pledged Shares has any outstanding stock rights,
rights to subscribe, options, warrants or convertible securities outstanding or
any other rights outstanding whereby any Person would be entitled to have issued
to him capital stock of such Issuer.

         (f) Partnership Rights. Each Pledgor has taken or concurrently herewith
is taking all actions necessary to perfect Secured Party's security interest in
the Partnership Rights, including any registrations, filings or notices which
may be necessary or advisable under Article 8 of the UCC as in effect in the
state or states in which any Partnership was organized. No other Person has any
such registration in effect. Pledgors own the interests in each Partnership
which are described on Exhibit A. No Partnership has made any calls for capital
which have not been fully paid by Pledgors and by each other partner in such
Partnership. No Pledgor is in default under any of the Partnership Agreements,
nor is any other partner in any Partnership. Neither the making of this
Agreement nor the exercise of any rights or remedies of Secured Party hereunder
will cause a default under any of the Partnership Agreements or otherwise
adversely affect or diminish any of the Partnership Rights. Each Pledgor's
rights under the Partnership Agreements are enforceable in accordance with their
terms, except as such enforcement may be limited by bankruptcy, insolvency or
similar laws of general application relating to the enforcement of creditors'



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rights. With respect to BMC LP, the foregoing representations and warranties in
this subsection (f) are to the best of Pledgor's knowledge after due inquiry.

         Section 3.2. Affirmative Covenants. Unless Secured Party shall
otherwise consent in writing, each Pledgor will at all times comply with the
covenants contained in this Section 3.2 from the date hereof and so long as any
part of the Secured Obligations is outstanding.

        (a) Ownership and Liens. Each Pledgor will maintain good and marketable
title to all Collateral free and clear of all Liens, encumbrances or adverse
claims, except for the security interest created by this Agreement. No Pledgor
will permit any dispute, right of setoff, counterclaim or defense to exist with
respect to all or any part of the Collateral. Each Pledgor will cause to be
terminated any financing statement or other registration or instrument similar
in effect covering all or any part of the Collateral, except any which have been
filed in favor of Secured Party relating to this Agreement. Each Pledgor will
defend Secured Party's right, title and special property and security interest
in and to the Collateral against the claims of any Person.

         (b) Further Assurances. Each Pledgor will, at its expense and at any
time and from time to time, promptly execute and deliver all further instruments
and documents and take all further action that may be necessary or desirable or
that Secured Party may request in order (i) to perfect and protect the security
interest created or purported to be created hereby and the first priority of
such security interest; (ii) to enable Secured Party to exercise and enforce its
rights and remedies hereunder in respect of the Collateral; or (iii) to
otherwise effect the purposes of this Agreement, including: (A) executing and
filing such financing or continuation statements, or amendments thereto, as may
be necessary or desirable or that Secured Party may request in order to perfect
and preserve the security interest created or purported to be created hereby;
(B) delivering to Secured Party (upon request, to the extent not otherwise
required hereunder to be delivered without request) all originals of chattel
paper, documents or instruments which are from time to time included in the
Collateral; and (C) furnishing to Secured Party from time to time statements and
schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as Secured Party may reasonably
request, all in reasonable detail.

         (c) Inspection and Information. Each Pledgor will keep adequate records
concerning the Collateral and will permit Secured Party and all representatives
appointed by Secured Party, including independent accountants, agents,
attorneys, appraisers and any other persons, to inspect any of the Collateral
and the books and records of or relating to the Collateral at any time during
normal business hours, and to make photocopies and photographs thereof, and to
write down and record any information as such representatives shall obtain. Each
Pledgor will furnish to Secured Party any information which Secured Party may
from time to time request concerning any covenant, provision or representation
contained herein or any other matter in connection with the Collateral or any
Pledgor's business, properties, or financial condition.

         (d) Partnership Rights. Each Pledgor will maintain its ownership of the
interests in each Partnership. Each Pledgor will timely honor all calls under
any Partnership Agreement to provide capital to any Partnership, and no Pledgor
will otherwise default in performing any of such Pledgor's obligations under any
Partnership Agreement or allow any Partnership Rights to be adversely affected
or diminished. Each Pledgor will promptly inform Secured Party of any such
failure to honor a capital call, default, adverse effect, or diminution. Each
Pledgor will promptly inform Secured Party of any such failure to honor a
capital call or default by another partner in any Partnership. The Partnership
Rights shall at all times be duly authorized and validly issued and shall not be
issued in violation of the pre-emptive rights of any Person or of any agreement
by which any Pledgor or the Partnership thereof is bound.



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         (e) Delivery of Pledged Shares and Certificates. All instruments and
writings evidencing the Pledged Shares and any certificates or instruments
evidencing the Partnership Rights shall be delivered to Secured Party on or
prior to the execution and delivery of this Agreement, together with a true copy
of the Partnership Agreements and all amendments and supplements thereto. All
other instruments and writings hereafter evidencing or constituting Pledged
Shares or evidencing Partnership Rights, and all amendments and supplements to
the Partnership Agreements (whether or not authorized hereunder) shall be
delivered to Secured Party promptly upon the receipt thereof by or on behalf of
Pledgors. All such Pledged Shares, certificates and instruments shall be held by
or on behalf of Secured Party pursuant hereto and shall be delivered in suitable
form for transfer by delivery with any necessary endorsement or shall be
accompanied by fully executed instruments of transfer or assignment in blank,
all in form and substance satisfactory to Secured Party.

         (f) Proceeds of Pledged Shares and Partnership Rights. If any Pledgor
shall receive, by virtue of its being or having been an owner of any Pledged
Shares or Partnership Rights, any (i) stock certificate, certificate,
instrument, deed, bill of sale, promissory note, or other instrument or writing
(including any certificate representing a stock dividend or distribution or any
given in connection with any increase or reduction of capital, reorganization,
reclassification, merger, consolidation, sale of assets, liquidation, or partial
liquidation, combination of shares, stock split, spinoff or split-off),
promissory note or other instrument or writing; (ii) option or right, whether as
an addition to, substitution for, or in exchange for, any Pledged Shares or
Partnership Rights, or otherwise; (iii) dividends or distributions payable in
cash (except such dividends or distributions permitted to be retained by
Pledgors pursuant to Section 4.8 hereof) or in securities or other property, or
(iv) dividends or other distributions in connection with a partial or total
liquidation or dissolution or in connection with a reduction of capital, capital
surplus or paid-in surplus, such Pledgor shall receive the same in trust for the
benefit of Secured Party, shall segregate it from such Pledgor's other property,
and shall promptly deliver it to Secured Party in the exact form received, with
any necessary endorsement or appropriate stock powers or instruments of transfer
duly executed in blank, to be held by Secured Party as Collateral.

         (g) Status of Pledged Shares and Partnership Rights. The certificates
evidencing the Pledged Shares and the Partnership Rights shall at all times be
valid and genuine and shall not be altered. The Pledged Shares and the
Partnership Rights at all times shall be duly authorized, validly issued, fully
paid, and non-assessable, and shall not be issued in violation of the preemptive
rights of any Person or of any agreement by which any Pledgor or the Issuer
thereof is bound and shall not be subject to any restrictions with respect to
transfer, voting or capital of such Pledged Shares or Partnership Rights.

         (h) Notices from Issuer. Each Pledgor will promptly deliver to Secured
Party a copy of each notice or other communication received by such Pledgor from
any Issuer in respect of any Pledged Shares or Partnership Rights.



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         Section 3.3. Negative Covenants. Unless Secured Party shall otherwise
consent in writing, each Pledgor will at all times comply with the covenants
contained in this Section 3.3 from the date hereof and so long as any part of
the Secured Obligations or the Commitment is outstanding.

         (a) Transfer or Encumbrance. Pledgor will not sell, assign (by
operation of law or otherwise), transfer, exchange, lease or otherwise dispose
of any of the Collateral, nor will Pledgor grant a Lien upon or execute, file or
record any financing statement or other registration with respect to the
Collateral, nor will Pledgor allow any such Lien, financing statement, or other
registration to exist or deliver actual or constructive possession of the
Collateral to any other Person, other than Liens in favor of Secured Party.

         (b) Impairment of Security Interest. Pledgor will not take or fail to
take any action which would in any manner impair the value or enforceability of
Secured Party's security interest in any Collateral.

         (c) Compromise of Collateral. Pledgor will not adjust, settle,
compromise, amend or modify any of its rights in the Collateral.

         (d) Financing Statement Filings. Pledgor recognizes that financing
statements pertaining to the Collateral have been or may be filed where Pledgor
maintains any Collateral, has its records concerning any Collateral or has its
chief executive office or chief place of business. Without limitation of any
other covenant herein, Pledgor will not cause or permit any change to be made in
its name, identity or corporate structure, or any change to be made to a
jurisdiction other than as represented in Section 3.1 hereof in (i) the location
of any records concerning any Collateral or (ii) in the location of its chief
executive office or chief place of business, unless Pledgor shall have notified
Secured Party of such change at least thirty (30) days prior to the effective
date of such change, and shall have first taken all action required by Secured
Party for the purpose of further perfecting or protecting the security interest
in favor of Secured Party in the Collateral. In any notice furnished pursuant to
this subsection, Pledgor will expressly state that the notice is required by
this Agreement and contains facts that may require additional filings of
financing statements or other notices for the purposes of continuing perfection
of Secured Party's security interest in the Collateral.

         (e) Dilution of Shareholdings; Diminution of Partnership Rights. No
Pledgor will adjust, settle, compromise, amend or modify any of the Partnership
Rights or any Partnership Agreement. No Pledgor will permit the issuance or
creation of (i) any additional shares of any class of capital stock of, or any
additional interests in, any Issuer (unless immediately upon issuance or
creation the same are pledged and delivered to Secured Party pursuant to the
terms hereof to the extent necessary to give Secured Party a first priority
security interest after such issue in, or a security interest in Partnership
Rights after such creation which are in the aggregate, at least the same
percentage of such Issuer's outstanding shares as such Pledgor had, or the
outstanding rights of the same kind in Issuer as were subject hereto, before
such issue), whether such additional interests are presently vested or will vest
upon the payment of money or the occurrence or nonoccurrence of any other
condition, (ii) any securities convertible voluntarily by the holder thereof or
automatically upon the occurrence or non-occurrence of any event or condition
into, or exchangeable for, any such shares of capital stock, or (iii) any
warrants, options, contracts or other 



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commitments entitling any Person to purchase or otherwise acquire any such
shares of capital stock not outstanding as of the date of this Agreement.

         (f) Restrictions on Pledged Shares and Partnership Rights. No Pledgor
will enter into any agreement (other than the Obligation Documents) creating, or
otherwise permit to exist, any restriction or condition upon the transfer,
voting or control of any Pledged Shares or Partnership Rights.

                ARTICLE IV -- Remedies, Powers and Authorizations

         Section 4.1.  Provisions Concerning the Collateral.

         (a) Additional Filings. Pledgor hereby authorizes Secured Party to
file, without the signature of Pledgor where permitted by law, one or more
financing or continuation statements, and amendments thereto, relating to the
Collateral. Pledgor further agrees that a carbon, photographic or other
reproduction of this Security Agreement or of any financing statement describing
any Collateral is sufficient as a financing statement and may be filed in any
jurisdiction by Secured Party.

        (b) Power of Attorney. Pledgor hereby irrevocably appoints Secured
Party as Pledgor's attorney-in-fact and proxy, with full authority in the place
and stead of Pledgor and in the name of Pledgor or otherwise, from time to time
in Secured Party's discretion, to take any action, and to execute or indorse any
instrument, certificate or notice, which Secured Party may deem necessary or
advisable to accomplish the purposes of this Agreement including any action or
instrument: (i) to request or instruct each Partnership (and each registrar,
transfer agent, or similar Person acting on behalf of each Partnership) to
register the pledge or transfer of the Collateral to Secured Party; (ii) to
otherwise give notification to any Partnership, registrar, transfer agent,
financial intermediary, or other Person of Secured Party's security interests
hereunder; (iii) to ask, demand, collect, sue for, recover, compound, receive
and give acquittance and receipts for moneys due and to become due under or in
respect of any of the Collateral; (iv) to receive, indorse and collect any
drafts or other instruments or documents; (v) to enforce any obligations
included among the Collateral; and (vi) to file any claims or take any action or
institute any proceedings which Secured Party may deem necessary or desirable
for the collection of any of the Collateral or otherwise to enforce, perfect, or
establish the priority of the rights of Secured Party with respect to any of the
Collateral. Pledgor hereby acknowledges that such power of attorney and proxy
are coupled with an interest, and are irrevocable.

         (c) Performance by Secured Party. If Pledgor fails to perform any
agreement or obligation contained herein, Secured Party may itself perform, or
cause performance of, such agreement or obligation, and the expenses of Secured
Party incurred in connection therewith shall be payable by Pledgor under Section
4.5.

         (d) Collection Rights. Secured Party shall have the right at any time,
after the occurrence of a default under the Notes, to notify (or require Pledgor
to notify) any or all Persons (including any Partnership) obligated to make
payments which are included among the Collateral (whether accounts, general
intangibles, dividends, distributions, Partnership Rights to Payment, or
otherwise) of the assignment thereof to Secured Party under this Agreement and
to direct such obligors to make payment of all amounts due or to become due to
Pledgor thereunder directly to Secured Party and, upon such notification and at
the expense of Pledgor and to the extent permitted by law, to enforce collection
thereof and to adjust, settle or compromise the amount or payment thereof, in
the same manner and to the same 



                                       10
<PAGE>   11

extent as Pledgor could have done. After Pledgor receives notice that Secured
Party has given (and after Secured Party has required Pledgor to give) any
notice referred to above in this subsection:

         (i) all amounts and proceeds (including instruments and writings)
         received by Pledgor in respect of such distributions, accounts, or
         general intangibles or Partnership Rights to Payments shall be received
         in trust for the benefit of Secured Party hereunder, shall be
         segregated from other funds of Pledgor and shall be forthwith paid over
         to Secured Party in the same form as so received (with any necessary
         indorsement) to be, at Secured Party's discretion, either (A) held as
         cash collateral and released to Pledgor upon the remedy of all Defaults
         or Events of Default or (B) if any Event of Default shall have occurred
         and be continuing, applied as specified in Section 4.3, and

         (ii) Pledgor will not adjust, settle or compromise the amount or
         payment of any such account or general intangible or Partnership Right
         to Payments or release wholly or partly any account Pledgor or obligor
         thereof (including any Partnership) or allow any credit or discount
         thereon.

         Section 4.2. Event of Default Remedies. If an Event of Default shall
have occurred and be continuing, Secured Party may from time to time in its
discretion, without limitation and without notice except as expressly provided
below:

       (a) exercise in respect of the Collateral, in addition to any other
rights and remedies provided for herein, under the other Obligation Documents or
otherwise available to it, all the rights and remedies of a secured party on
default under the UCC (whether or not the UCC applies to the affected
Collateral);

         (b) require Pledgor to, and Pledgor hereby agrees that it will at its
expense and upon request of Secured Party, promptly assemble all or part of the
Collateral as directed by Secured Party and make it (together with all books,
records and information of Pledgor relating thereto) available to Secured Party
at a place to be designated by Secured Party which is reasonably convenient to
both parties;

         (c) reduce its claim to judgment or foreclose or otherwise enforce, in
whole or in part, the security interest created hereby by any available judicial
procedure;

         (d) dispose of, at its office, on the premises of Pledgor or elsewhere,
all or any part of the Collateral, as a unit or in parcels, by public or private
proceedings, and by way of one or more contracts (it being agreed that the sale
of any part of the Collateral shall not exhaust Secured Party's power of sale,
but sales may be made from time to time, and at any time, until all of the
Collateral has been sold or until the Secured Obligations have been paid and
performed in full), and at any such sale it shall not be necessary to exhibit
any of the Collateral;

         (e)  buy the Collateral, or any part thereof, at any public sale;

         (f) buy the Collateral, or any part thereof, at any private sale if the
Collateral is of a type customarily sold in a recognized market or is of a type
which is the subject of widely distributed standard price quotations;

         (g) apply by appropriate judicial proceedings for appointment of a
receiver for the Collateral, or any part thereof, and Pledgor hereby consents to
any such appointment; and

         (h) at its discretion, retain the Collateral in satisfaction of the
Secured Obligations whenever the circumstances are such that Secured Party is
entitled to do so under the UCC or otherwise (provided that Secured Party shall
in no circumstances be deemed to have retained the Collateral in satisfaction of
the 



                                       11
<PAGE>   12

Secured Obligations in the absence of an express notice by Secured Party to
Pledgor that Secured Party has either done so or intends to do so).

Pledgor agrees that, to the extent notice of sale shall be required by law, at
least seven (7) days' notice to Pledgor of the time and place of any public sale
or the time after which any private sale is to be made shall constitute
reasonable notification. Secured Party shall not be obligated to make any sale
of Collateral regardless of notice of sale having been given. Secured Party may
adjourn any public or private sale from time to time by announcement at the time
and place fixed therefor, and such sale may, without further notice, be made at
the time and place to which it was so adjourned.

         Section 4.3. Application of Proceeds. If any Event of Default shall
have occurred and be continuing, Secured Party may in its discretion apply any
cash held by Secured Party as Collateral, and any cash proceeds received by
Secured Party in respect of any sale of, collection from, or other realization
upon all or any part of the Collateral, to any or all of the following in such
order as Secured Party may elect:

         (a) To the repayment of the reasonable costs and expenses, including
reasonable attorneys' fees and legal expenses, incurred by Secured Party in
connection with (i) the administration of this Agreement, (ii) the custody,
preservation, use or operation of, or the sale of, collection from, or other
realization upon, any Collateral, (iii) the exercise or enforcement of any of
the rights of Secured Party hereunder, or (iv) the failure of Pledgor to perform
or observe any of the provisions hereof;

         (b) To the payment or other satisfaction of any Liens, encumbrances, or
adverse claims upon or against any of the Collateral;

         (c) To the reimbursement of Secured Party for the amount of any
obligations of Pledgor or any Other Liable Party paid or discharged by Secured
Party pursuant to the provisions of this Agreement or the other Obligation
Documents, and of any expenses of Secured Party payable by Pledgor hereunder or
under the other Obligation Documents;

         (d)  To the satisfaction of any other Secured Obligations;

         (e)  By holding the same as Collateral;

         (f) To the payment of any other amounts required by applicable law
(including any provision of the UCC); and

         (g) By delivery to Pledgor or to whomever shall be lawfully entitled to
receive the same or as a court of competent jurisdiction shall direct.

         Section 4.4. Deficiency. In the event that the proceeds of any sale,
collection or realization of or upon Collateral by Secured Party are
insufficient to pay all Secured Obligations and any other amounts to which
Secured Party is legally entitled, Pledgor shall be liable for the deficiency,
together with interest thereon as provided in the governing Obligation Documents
or (if no interest is so provided) at such other rate as shall be fixed by
applicable law, together with the costs of collection and the reasonable fees of
any attorneys employed by Secured Party to collect such deficiency.

         Section 4.5. Indemnity and Expenses. In addition to, but not in
qualification or limitation of, any similar obligations under other Obligation
Documents:



                                       12
<PAGE>   13

         (a) Pledgor will indemnify Secured Party from and against any and all
claims, losses and liabilities growing out of or resulting from this Agreement
(including enforcement of this Agreement), WHETHER OR NOT SUCH CLAIMS, LOSSES
AND LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT CAUSED BY OR ARISING OUT OF SUCH
INDEMNIFIED PARTY'S OWN NEGLIGENCE, except to the extent such claims, losses or
liabilities are proximately caused by Secured Party's individual gross
negligence or willful misconduct.

         (b) Pledgor will upon demand pay to Secured Party the amount of any and
all costs and expenses, including the fees and disbursements of Secured Party's
counsel and of any experts and agents, which Secured Party may incur in
connection with (i) the perfection and preservation of this security interest
created under this Agreement, (ii) the administration of this Agreement; (iii)
the custody, preservation, use or operation of, or the sale of, collection from,
or other realization upon, any Collateral; (iv) the exercise or enforcement of
any of the rights of Secured Party hereunder; or (v) the failure by Pledgor to
perform or observe any of the provisions hereof, except expenses resulting from
Secured Party's gross negligence or willful misconduct.

         Section 4.6. Non-Judicial Remedies. In granting to Secured Party the
power to enforce its rights hereunder without prior judicial process or judicial
hearing, Pledgor expressly waives, renounces and knowingly relinquishes any
legal right which might otherwise require Secured Party to enforce its rights by
judicial process. In so providing for non-judicial remedies, Pledgor recognizes
and concedes that such remedies are consistent with the usage of trade, are
responsive to commercial necessity, and are the result of a bargain at arm's
length. Nothing herein is intended, however, to prevent Secured Party from
resorting to judicial process at its option.

         Section 4.7. Other Recourse. Pledgor waives any right to require
Secured Party to proceed against any other Person, to exhaust any Collateral or
other security for the Secured Obligations, or to have any Other Liable Party
joined with Pledgor in any suit arising out of the Secured Obligations or this
Agreement, or pursue any other remedy in Secured Party's power. Pledgor further
waives any and all notice of acceptance of this Agreement and of the creation,
modification, rearrangement, renewal or extension for any period of any of the
Secured Obligations of any Other Liable Party from time to time. Pledgor further
waives any defense arising by reason of any disability or other defense of any
Other Liable Party or by reason of the cessation from any cause whatsoever of
the liability of any Other Liable Party. This Agreement shall continue
irrespective of the fact that the liability of any Other Liable Party may have
ceased and irrespective of the validity or enforceability of any other
Obligation Document to which Pledgor or any Other Liable Party may be a party,
and notwithstanding any death, incapacity, reorganization, or bankruptcy of any
Other Liable Party or any other event or proceeding affecting any Other Liable
Party. Until all of the Secured Obligations shall have been paid in full,
Pledgor shall have no right to subrogation and Pledgor waives the right to
enforce any remedy which Secured Party has or may hereafter have against any
Other Liable Party, and waives any benefit of and any right to participate in
any other security whatsoever now or hereafter held by Secured Party. Pledgor
authorizes Secured Party, without notice or demand, without any reservation of
rights against Pledgor, and without in any way affecting Pledgor's liability
hereunder or on the Secured Obligations, from time to time to (a) take or hold
any other property of any type from any other Person as security for the Secured
Obligations, and exchange, enforce, waive and release any or all of such other
property, (b) apply the Collateral or such other property and direct the order
or manner of sale thereof as Secured Party may in its discretion determine, (c)
renew, extend for any period, accelerate, modify, compromise, settle or release
any of the obligations of any Other Liable Party in respect to any or all of the
Secured Obligations or other security for the Secured Obligations, (d) waive,
enforce, modify, amend or supplement any of the provisions of any Obligation
Document with any Person other than Pledgor, and (e) release or substitute any
Other Liable Party.



                                       13
<PAGE>   14

         Section 4.8. Voting Rights, Dividends, Etc. in Respect of Pledged
Shares; Exercise of Partnership Rights.

         (a) So long as no Default or Event of Default shall have occurred and
be continuing, each Pledgor may receive and retain any and all dividends or
interest or distributions of profits paid in cash in respect of the Pledged
Shares and Partnership Rights to Payments; provided, however, that any and all

                  (1) dividends and interest paid or payable other than in cash
         in respect of, and instruments and other property received, receivable
         or otherwise distributed in respect of or in exchange for, any Pledged
         Shares or Partnership Rights,

                  (2) dividends and other distributions paid or payable in cash
         in respect of any Pledged Shares or Partnership Rights in connection
         with a partial or total liquidation or dissolution or in connection
         with a reduction of capital, capital surplus or paid-in surplus, and

                  (3) cash paid, payable or otherwise distributed in redemption
         of, or in exchange for, any Pledged Shares or Partnership Rights,

shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged
Shares or Collateral and shall, if received by any Pledgor, be received in trust
for the benefit of Secured Party, be segregated from the other property or funds
of such Pledgor, and be forthwith delivered to Secured Party in the exact form
received with any necessary indorsement or appropriate stock powers duly
executed in blank, to be held by Secured Party as Collateral;

         (b) Upon the occurrence and during the continuance of a Default or an
Event of Default:

                  (i) all rights of any Pledgor to receive and retain the
         dividends and interest payments or any distributions of profits or
         other payments of any kind in respect of Partnership Rights to Payment
         which such Pledgor would otherwise be authorized to receive and retain
         pursuant to subsection (a) of this section shall automatically cease,
         and all such rights shall thereupon become vested in Secured Party
         which shall thereupon have the sole right to receive and hold as
         Pledged Shares or Collateral such dividends and interest payments and
         all such distributions and payments;

                  (ii) without limiting the generality of the foregoing, Secured
         Party may at its option exercise any and all rights of conversion,
         exchange, subscription or any other rights, privileges or options
         pertaining to any of the Pledged Shares or Partnership Rights, other
         than voting rights pertaining to the Pledged Shares, Partnership
         Rights, or any part thereof, as if it were the absolute owner thereof,
         including, without limitation, the right to exchange, in its
         discretion, any and all of the Pledged Shares or Partnership Rights
         upon the merger, consolidation, reorganization, recapitalization or
         other adjustment of any Issuer, or upon the exercise by any Issuer of
         any right, privilege or option pertaining to any Pledged Shares or
         Partnership Rights, and, in connection therewith, to deposit and
         deliver any and all of the Pledged Shares and Partnership Rights with
         any committee, depository, transfer agent, registrar or other
         designated agent upon such terms and conditions as it may determine and
         any and all rights to dissolve any Issuer or to compel distribution of
         any Issuer's assets; and

                  (iii) all dividends and interest payments and distributions of
         profits and other payments of any kind in respect of Partnership Rights
         to Payments which are received by any Pledgor contrary to the
         provisions of subsection (b)(i) of this section shall be received in
         trust for the benefit of Secured Party, shall be segregated from other
         funds of such Pledgor, and shall be forthwith paid over to Secured
         Party in the exact form received, to be held by Secured Party as
         Collateral.


                                       14
<PAGE>   15

Anything herein to the contrary notwithstanding, each Pledgor may at all times
exercise any and all voting rights pertaining to the Pledged Shares, Partnership
Rights, or any part thereof and Other Partnership Rights for any purpose not
inconsistent with the terms of this Agreement or any other Obligation Document.

         Section 4.9. Private Sale of Pledged Shares and Partnership Rights.
Each Pledgor recognizes that Secured Party may deem it impracticable to effect a
public sale of all or any part of the Pledged Shares or Partnership Rights and
that Secured Party may, therefore, determine to make one or more private sales
of any such securities or Partnership Rights to a restricted group of purchasers
who will be obligated to agree, among other things, to acquire such securities
or Partnership Rights for their own account, for investment and not with a view
to the distribution or resale thereof. Each Pledgor acknowledges that any such
private sale may be at prices and on terms less favorable to the seller than the
prices and other terms which might have been obtained at a public sale and,
notwithstanding the foregoing, agrees that such private sales shall be deemed to
have been made in a commercially reasonable manner and that Secured Party shall
have no obligation to delay sale of any such securities or Partnership Rights
for the period of time necessary to permit the Issuer of such securities to
register such securities for, or their registration for, public sale under the
Securities Act of 1933, as amended, which as to the Partnership Rights shall be
to the extent, if any, that it is applicable thereto. Each Pledgor further
acknowledges and agrees that any offer to sell such securities or Partnership
Rights which has been (i) publicly advertised on a bona fide basis in a
newspaper or other publication of general circulation in the financial community
of Houston, Texas (to the extent that such an offer may be so advertised without
prior registration under the Securities Act), or (ii) made privately in the
manner described above to not less than fifteen (15) bona fide offerees shall be
deemed to involve a "public sale" for the purposes of Section 9-504(3) of the
UCC (or any successor or similar, applicable statutory provision) as then in
effect in the State of Texas, notwithstanding that such sale may not constitute
a "public offering" under the Securities Act of 1933, as amended, and that
Secured Party or one or more Lenders may, in such event, bid for the purchase of
such securities or Partnership Rights.

                           ARTICLE V. -- Miscellaneous

         Section 5.1. Notices. Any notice or communication required or permitted
hereunder shall be given as provided in the Purchase Agreement.

         Section 5.2. Amendments. No amendment of any provision of this
Agreement shall be effective unless it is in writing and signed by Pledgor and
Secured Party, and no waiver of any provision of this Agreement, and no consent
to any departure by Pledgor therefrom, shall be effective unless it is in
writing and signed by Secured Party, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given and to the extent specified in such writing.

         Section 5.3. Preservation of Rights. No failure on the part of Secured
Party to exercise, and no delay in exercising, any right hereunder or under any
other Obligation Document shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. Neither the execution nor
the delivery of this Agreement shall in any manner impair or affect any other
security for the Secured Obligations. The rights and remedies of Secured Party
provided herein and in the other Obligation Documents are cumulative and are in
addition to, and not exclusive of, any rights or remedies provided by law. The
rights of Secured Party under any Obligation Document against any party thereto
are not conditional or contingent on any attempt by Secured Party to exercise
any of its rights under any other Obligation Document against such party or
against any other Person.



                                       15
<PAGE>   16

         Section 5.4. Unenforceability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or invalidity without
invalidating the remaining portions hereof or thereof or affecting the validity
or enforceability of such provision in any other jurisdiction.

         Section 5.5. Survival of Agreements. All representations and warranties
of Pledgor herein, and all covenants and agreements herein shall survive the
execution and delivery of this Agreement, the execution and delivery of any
other Obligation Documents and the creation of the Secured Obligations.

         Section 5.6. Other Liable Party. Neither this Agreement nor the
exercise by Secured Party or the failure of Secured Party to exercise any right,
power or remedy conferred herein or by law shall be construed as relieving any
Other Liable Party from liability on the Secured Obligations or any deficiency
thereon. This Agreement shall continue irrespective of the fact that the
liability of any Other Liable Party may have ceased or irrespective of the
validity or enforceability of any other Obligation Document to which Pledgor or
any Other Liable Party may be a party, and notwithstanding the reorganization,
death, incapacity or bankruptcy of any Other Liable Party, and notwithstanding
the reorganization or bankruptcy or other event or proceeding affecting any
Other Liable Party.

         Section 5.7. Binding Effect and Assignment. This Agreement creates a
continuing security interest in the Collateral and (a) shall be binding on
Pledgor and its successors and permitted assigns and (b) shall inure, together
with all rights and remedies of Secured Party hereunder, to the benefit of
Secured Party and its successors, transferees and assigns. Without limiting the
generality of the foregoing, Secured Party may pledge, assign or otherwise
transfer any or all of its rights under any or all of the Obligation Documents
to any other Person, and such other Person shall thereupon become vested with
all of the benefits in respect thereof granted to Secured Party, herein or
otherwise. None of the rights or duties of Pledgor hereunder may be assigned or
otherwise transferred without the prior written consent of Secured Party.

         Section 5.8. Termination. It is contemplated by the parties hereto that
there may be times when no Secured Obligations are outstanding, but
notwithstanding such occurrences, this Agreement shall remain valid and shall be
in full force and effect as to subsequent outstanding Secured Obligations. Upon
the satisfaction in full of the Secured Obligations, upon the termination or
expiration of the Purchase Agreement and any other commitment of Secured Party
to extend credit to Pledgor, and upon written request for the termination hereof
delivered by Pledgor to Secured Party, this Agreement and the security interest
created hereby shall terminate and all rights to the Collateral shall revert to
Pledgor. Secured Party will, upon Pledgor's request and at Pledgor's expense,
(a) return to Pledgor such of the Collateral as shall not have been sold or
otherwise disposed of or applied pursuant to the terms hereof; and (b) execute
and deliver to Pledgor such documents as Pledgor shall reasonably request to
evidence such termination.

         Section 5.9. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas applicable to
contracts made and to be performed entirely within such State, except as
required by mandatory provisions of law and except to the extent that the
perfection and the effect of perfection or non-perfection of the security
interest created hereunder, in respect of any particular collateral, are
governed by the laws of a jurisdiction other than such State.

         Section 5.10. Counterparts. This Agreement may be separately executed
in any number of counterparts, all of which when so executed shall be deemed to
constitute one and the same Agreement.

         Section 5.11. "Note Document". This Agreement is a "Note Document", as
defined in the Purchase Agreement, and, except as expressly provided herein to
the contrary, this Agreement is subject to all provisions of the Purchase
Agreement governing such Note Documents.



                                       16
<PAGE>   17

         IN WITNESS WHEREOF, each Pledgor has caused this Agreement to be
executed and delivered this Agreement by its officer thereunto duly authorized,
as of the date first above written.

                          FUTURE PETROLEUM CORPORATION
                          a Utah corporation

                          By: /s/ B. CARL PRICE
                             ----------------------------------------
                             B. Carl Price, President


                            FUTURE ENERGY CORPORATION
                            a Nevada corporation

                          By: /s/ B. CARL PRICE
                             ----------------------------------------
                             B. Carl Price, President



                          FUTURE PETROLEUM CORPORATION
                          a Texas corporation

                          By: /s/ B. CARL PRICE
                             ----------------------------------------
                             B. Carl Price, President

Address of Pledgors:

2351 West Northwest Highway
Dallas, Texas 75220
Attention: Carl Price
Telecopy: 214-350-8382



                                       17
<PAGE>   18

                                                                       EXHIBIT A



                      DESCRIPTION OF INITIAL PLEDGED STOCK

<TABLE>
<CAPTION>

Pledgor                                 Issuer                                  Cert. No.        No. of Shares
-------                                 ------                                  ---------        -------------
<S>                                     <C>                                         <C>         <C>         
Future Petroleum Corporation,           Future Energy Corporation,                   1           1,000 common
 a Utah corporation                      a Nevada corporation

Future Petroleum Corporation,           Future Petroleum Corporation,                1           1,000 common
 a Utah corporation                      a Texas corporation
</TABLE>


                    DESCRIPTION OF INITIAL PARTNERSHIP RIGHTS

<TABLE>
<CAPTION>

Pledgor                                 Issuer                                  Interest
-------                                 ------                                  --------
<S>                                     <C>                                         <C>         <C>         
Future Energy Corporation,              BMC Development No. 1                   99% limited partnership interest
 a Nevada corporation                    Limited Partnership
                                         a Texas limited partnership

Future Energy Corporation,              Future Acquisition 1995, Ltd.           99% limited partnership interest
 a Nevada corporation                     a Texas limited partnership

Future Petroleum Corporation,           BMC Development No. 1                   1% general partnership interest
 a Texas corporation                     Limited Partnership
                                         a Texas limited partnership

Future Petroleum Corporation,           Future Acquisition 1995, Ltd.           1% general partnership interest
 a Texas corporation                      a Texas limited partnership
</TABLE>



<PAGE>   19

                               FINANCING STATEMENT


         This instrument is prepared and is intended to be a Financing Statement
complying with the formal requisites therefor as set forth in the Uniform
Commercial Code.

         1 The name and address of the Debtor ("Debtor") is:

                  Future Petroleum Corporation
                   a Texas corporation
                  2351 West Northwest Highway
                  Dallas, Texas 75220
                  Attention: Carl Price

         2 The name and address of the secured parties ("Secured Party") are:

                  Energy Capital Investment Company PLC
                  c/o EnCap Investments L.C.
                  1100 Louisiana, Suite 3150
                  Houston, Texas 77002
                  Attention: Colin Nisbeth

                  EnCap Equity 1994 Limited Partnership
                  c/o EnCap Investments L.C.
                  1100 Louisiana, Suite 3150
                  Houston, Texas 77002
                  Attention: Colin Nisbeth

                  Gecko Booty 1994 I Limited Partnership
                  c/o EnCap Investments L.C.
                  1100 Louisiana, Suite 3150
                  Houston, Texas 77002
                  Attention: Colin Nisbeth

         3 This Financing Statement covers the following types or items of
property (collectively, the "Collateral"):

         (a) Pledged Shares. All of the following, whether now or hereafter
existing, which are owned by such Debtor or in which such Debtor otherwise has
any rights: the shares of stock described on Exhibit A hereto and all other
shares of stock in Future Energy Corporation, a Nevada corporation and Future
Petroleum Corporation, a Texas corporation, which are now or hereafter owned by
Debtor, all certificates representing any such shares, all options and other
rights, contractual or otherwise, at any time existing with respect to such
shares, and all dividends, cash, instruments and other property now or hereafter
received, receivable or otherwise distributed in respect of or in exchange for
any or all of such shares.

         (b) Partnership Rights. All of the following (herein collectively
called the "Partnership Rights"), whether now or hereafter existing, which are
owned by Debtor or in which Debtor otherwise has any rights:



                                       1
<PAGE>   20

                  (i) all proceeds, interest, profits, and other payments or
         rights to payment attributable to Debtor's interests in the
         Partnerships, and all distributions, cash, instruments and other
         property now or hereafter received, receivable or otherwise made with
         respect to or in exchange for any interest of Debtor in any
         Partnership, including interim distributions, returns of capital, loan
         repayments, and payments made in liquidation of any Partnership, and
         whether or not the same arise or are payable under any partnership
         agreement or certificate forming any Partnership or any other agreement
         governing any Partnership or the relations among the partners in any
         Partnership (and any and all such partnership agreements, certificates,
         and other agreements being herein called the "Partnership Agreements");
         and

                  (ii) all other interests and rights of Debtor in any of the
         Partnerships, whether under the Partnership Agreements or otherwise,
         including without limitation any right to cause the dissolution of any
         Partnership or to appoint or nominate a successor to Debtor as a
         partner in any Partnership.

         (c) Proceeds. All proceeds of any and all of the foregoing Collateral
and, to the extent not otherwise included, all payments under insurance (whether
or not Secured Party is the loss payee thereof) or under any indemnity, warranty
or guaranty by reason of loss to or otherwise with respect to any of the
foregoing Collateral.

In each case, the foregoing shall be covered by this Agreement, whether Debtor's
ownership or other rights therein are presently held or hereafter acquired and
however Debtor's interests therein may arise or appear (whether by ownership,
security interest, claim or otherwise).

As used above, "Partnership" means each of BMC Development No. 1 Limited
Partnership and Future Acquisition 1995, Ltd., each a Texas limited partnership,
and any successors of any such partnerships.

         4 This Financing Statement is presented for filing to the Secretary of
State of Texas.

                                            FUTURE PETROLEUM CORPORATION
                                             A Texas corporation


                                            By: /s/ B. CARL PRICE
                                               --------------------------------
                                                B. Carl Price, President



                                       2
<PAGE>   21

                               FINANCING STATEMENT


         This instrument is prepared and is intended to be a Financing Statement
complying with the formal requisites therefor as set forth in the Uniform
Commercial Code.

         1 The name and address of the Debtor ("Debtor") is:

                  Future Energy Corporation
                   a Nevada corporation
                  2351 West Northwest Highway
                  Dallas, Texas 75220
                  Attention: Carl Price

         2 The name and address of the secured parties ("Secured Party") are:

                  Energy Capital Investment Company PLC
                  c/o EnCap Investments L.C.
                  1100 Louisiana, Suite 3150
                  Houston, Texas 77002
                  Attention: Colin Nisbeth

                  EnCap Equity 1994 Limited Partnership
                  c/o EnCap Investments L.C.
                  1100 Louisiana, Suite 3150
                  Houston, Texas 77002
                  Attention: Colin Nisbeth

                  Gecko Booty 1994 I Limited Partnership
                  c/o EnCap Investments L.C.
                  1100 Louisiana, Suite 3150
                  Houston, Texas 77002
                  Attention: Colin Nisbeth

         3 This Financing Statement covers the following types or items of
property (collectively, the "Collateral"):

         (a) Pledged Shares. All of the following, whether now or hereafter
existing, which are owned by such Debtor or in which such Debtor otherwise has
any rights: the shares of stock described on Exhibit A hereto and all other
shares of stock in Future Energy Corporation, a Nevada corporation and Future
Petroleum Corporation, a Texas corporation, which are now or hereafter owned by
Debtor, all certificates representing any such shares, all options and other
rights, contractual or otherwise, at any time existing with respect to such
shares, and all dividends, cash, instruments and other property now or hereafter
received, receivable or otherwise distributed in respect of or in exchange for
any or all of such shares.

         (b) Partnership Rights. All of the following (herein collectively
called the "Partnership Rights"), whether now or hereafter existing, which are
owned by Debtor or in which Debtor otherwise has any rights:



                                       1
<PAGE>   22

                  (i) all proceeds, interest, profits, and other payments or
         rights to payment attributable to Debtor's interests in the
         Partnerships, and all distributions, cash, instruments and other
         property now or hereafter received, receivable or otherwise made with
         respect to or in exchange for any interest of Debtor in any
         Partnership, including interim distributions, returns of capital, loan
         repayments, and payments made in liquidation of any Partnership, and
         whether or not the same arise or are payable under any partnership
         agreement or certificate forming any Partnership or any other agreement
         governing any Partnership or the relations among the partners in any
         Partnership (and any and all such partnership agreements, certificates,
         and other agreements being herein called the "Partnership Agreements");
         and

                  (ii) all other interests and rights of Debtor in any of the
         Partnerships, whether under the Partnership Agreements or otherwise,
         including without limitation any right to cause the dissolution of any
         Partnership or to appoint or nominate a successor to Debtor as a
         partner in any Partnership.

         (c) Proceeds. All proceeds of any and all of the foregoing Collateral
and, to the extent not otherwise included, all payments under insurance (whether
or not Secured Party is the loss payee thereof) or under any indemnity, warranty
or guaranty by reason of loss to or otherwise with respect to any of the
foregoing Collateral.

In each case, the foregoing shall be covered by this Agreement, whether Debtor's
ownership or other rights therein are presently held or hereafter acquired and
however Debtor's interests therein may arise or appear (whether by ownership,
security interest, claim or otherwise).

As used above, "Partnership" means each of BMC Development No. 1 Limited
Partnership and Future Acquisition 1995, Ltd., each a Texas limited partnership,
and any successors of any such partnerships.

         4 This Financing Statement is presented for filing to the Secretary of
State of Nevada.

                                            FUTURE ENERGY CORPORATION
                                             A Nevada corporation


                                            By: /s/ B. CARL PRICE
                                               --------------------------------
                                                B. Carl Price, President



                                       2
<PAGE>   23

                               FINANCING STATEMENT


         This instrument is prepared and is intended to be a Financing Statement
complying with the formal requisites therefor as set forth in the Uniform
Commercial Code.

         1 The name and address of the Debtor ("Debtor") is:

                  Future Energy Corporation
                   a Nevada corporation
                  2351 West Northwest Highway
                  Dallas, Texas 75220
                  Attention: Carl Price

         2 The name and address of the secured parties ("Secured Party") are:

                  Energy Capital Investment Company PLC
                  c/o EnCap Investments L.C.
                  1100 Louisiana, Suite 3150
                  Houston, Texas 77002
                  Attention: Colin Nisbeth

                  EnCap Equity 1994 Limited Partnership
                  c/o EnCap Investments L.C.
                  1100 Louisiana, Suite 3150
                  Houston, Texas 77002
                  Attention: Colin Nisbeth

                  Gecko Booty 1994 I Limited Partnership
                  c/o EnCap Investments L.C.
                  1100 Louisiana, Suite 3150
                  Houston, Texas 77002
                  Attention: Colin Nisbeth

         3 This Financing Statement covers the following types or items of
property (collectively, the "Collateral"):

         (a) Pledged Shares. All of the following, whether now or hereafter
existing, which are owned by such Debtor or in which such Debtor otherwise has
any rights: the shares of stock described on Exhibit A hereto and all other
shares of stock in Future Energy Corporation, a Nevada corporation and Future
Petroleum Corporation, a Texas corporation, which are now or hereafter owned by
Debtor, all certificates representing any such shares, all options and other
rights, contractual or otherwise, at any time existing with respect to such
shares, and all dividends, cash, instruments and other property now or hereafter
received, receivable or otherwise distributed in respect of or in exchange for
any or all of such shares.

         (b) Partnership Rights. All of the following (herein collectively
called the "Partnership Rights"), whether now or hereafter existing, which are
owned by Debtor or in which Debtor otherwise has any rights:



                                       1
<PAGE>   24

                  (i) all proceeds, interest, profits, and other payments or
         rights to payment attributable to Debtor's interests in the
         Partnerships, and all distributions, cash, instruments and other
         property now or hereafter received, receivable or otherwise made with
         respect to or in exchange for any interest of Debtor in any
         Partnership, including interim distributions, returns of capital, loan
         repayments, and payments made in liquidation of any Partnership, and
         whether or not the same arise or are payable under any partnership
         agreement or certificate forming any Partnership or any other agreement
         governing any Partnership or the relations among the partners in any
         Partnership (and any and all such partnership agreements, certificates,
         and other agreements being herein called the "Partnership Agreements");
         and

                  (ii) all other interests and rights of Debtor in any of the
         Partnerships, whether under the Partnership Agreements or otherwise,
         including without limitation any right to cause the dissolution of any
         Partnership or to appoint or nominate a successor to Debtor as a
         partner in any Partnership.

         (c) Proceeds. All proceeds of any and all of the foregoing Collateral
and, to the extent not otherwise included, all payments under insurance (whether
or not Secured Party is the loss payee thereof) or under any indemnity, warranty
or guaranty by reason of loss to or otherwise with respect to any of the
foregoing Collateral.

In each case, the foregoing shall be covered by this Agreement, whether Debtor's
ownership or other rights therein are presently held or hereafter acquired and
however Debtor's interests therein may arise or appear (whether by ownership,
security interest, claim or otherwise).

As used above, "Partnership" means each of BMC Development No. 1 Limited
Partnership and Future Acquisition 1995, Ltd., each a Texas limited partnership,
and any successors of any such partnerships.

         4 This Financing Statement is presented for filing to the Secretary of
State of Texas.

                                            FUTURE ENERGY CORPORATION
                                             A Nevada corporation


                                            By: /s/ B. CARL PRICE
                                               --------------------------------
                                                B. Carl Price, President



                                       2
<PAGE>   25

                               FINANCING STATEMENT

         This instrument is prepared and is intended to be a Financing Statement
complying with the formal requisites therefor as set forth in the Uniform
Commercial Code.

         1 The name and address of the Debtor ("Debtor") is:

                  Future Petroleum Corporation
                   a Utah corporation
                  2351 West Northwest Highway
                  Dallas, Texas 75220
                  Attention: Carl Price

         2 The name and address of the secured parties ("Secured Party") are:

                  Energy Capital Investment Company PLC
                  c/o EnCap Investments L.C.
                  1100 Louisiana, Suite 3150
                  Houston, Texas 77002
                  Attention: Colin Nisbeth

                  EnCap Equity 1994 Limited Partnership
                  c/o EnCap Investments L.C.
                  1100 Louisiana, Suite 3150
                  Houston, Texas 77002
                  Attention: Colin Nisbeth

                  Gecko Booty 1994 I Limited Partnership
                  c/o EnCap Investments L.C.
                  1100 Louisiana, Suite 3150
                  Houston, Texas 77002
                  Attention: Colin Nisbeth

         3 This Financing Statement covers the following types or items of
property (collectively, the "Collateral"):

         (a) Pledged Shares. All of the following, whether now or hereafter
existing, which are owned by such Debtor or in which such Debtor otherwise has
any rights: the shares of stock described on Exhibit A hereto and all other
shares of stock in Future Energy Corporation, a Nevada corporation and Future
Petroleum Corporation, a Texas corporation, which are now or hereafter owned by
Debtor, all certificates representing any such shares, all options and other
rights, contractual or otherwise, at any time existing with respect to such
shares, and all dividends, cash, instruments and other property now or hereafter
received, receivable or otherwise distributed in respect of or in exchange for
any or all of such shares.

         (b) Partnership Rights. All of the following (herein collectively
called the "Partnership Rights"), whether now or hereafter existing, which are
owned by Debtor or in which Debtor otherwise has any rights:



                                       1
<PAGE>   26

                  (i) all proceeds, interest, profits, and other payments or
         rights to payment attributable to Debtor's interests in the
         Partnerships, and all distributions, cash, instruments and other
         property now or hereafter received, receivable or otherwise made with
         respect to or in exchange for any interest of Debtor in any
         Partnership, including interim distributions, returns of capital, loan
         repayments, and payments made in liquidation of any Partnership, and
         whether or not the same arise or are payable under any partnership
         agreement or certificate forming any Partnership or any other agreement
         governing any Partnership or the relations among the partners in any
         Partnership (and any and all such partnership agreements, certificates,
         and other agreements being herein called the "Partnership Agreements");
         and

                  (ii) all other interests and rights of Debtor in any of the
         Partnerships, whether under the Partnership Agreements or otherwise,
         including without limitation any right to cause the dissolution of any
         Partnership or to appoint or nominate a successor to Debtor as a
         partner in any Partnership.

         (c) Proceeds. All proceeds of any and all of the foregoing Collateral
and, to the extent not otherwise included, all payments under insurance (whether
or not Secured Party is the loss payee thereof) or under any indemnity, warranty
or guaranty by reason of loss to or otherwise with respect to any of the
foregoing Collateral.

In each case, the foregoing shall be covered by this Agreement, whether Debtor's
ownership or other rights therein are presently held or hereafter acquired and
however Debtor's interests therein may arise or appear (whether by ownership,
security interest, claim or otherwise).

As used above, "Partnership" means each of BMC Development No. 1 Limited
Partnership and Future Acquisition 1995, Ltd., each a Texas limited partnership,
and any successors of any such partnerships.

         4 This Financing Statement is presented for filing to the Secretary of
State of Utah.

                                            FUTURE PETROLEUM CORPORATION
                                             A Utah corporation


                                            By: /s/ B. CARL PRICE
                                               --------------------------------
                                                B. Carl Price, President



                                       2
<PAGE>   27

                               FINANCING STATEMENT

         This instrument is prepared and is intended to be a Financing Statement
complying with the formal requisites therefor as set forth in the Uniform
Commercial Code.

         1 The name and address of the Debtor ("Debtor") is:

                  Future Petroleum Corporation
                   a Utah corporation
                  2351 West Northwest Highway
                  Dallas, Texas 75220
                  Attention: Carl Price

         2 The name and address of the secured parties ("Secured Party") are:

                  Energy Capital Investment Company PLC
                  c/o EnCap Investments L.C.
                  1100 Louisiana, Suite 3150
                  Houston, Texas 77002
                  Attention: Colin Nisbeth

                  EnCap Equity 1994 Limited Partnership
                  c/o EnCap Investments L.C.
                  1100 Louisiana, Suite 3150
                  Houston, Texas 77002
                  Attention: Colin Nisbeth

                  Gecko Booty 1994 I Limited Partnership
                  c/o EnCap Investments L.C.
                  1100 Louisiana, Suite 3150
                  Houston, Texas 77002
                  Attention: Colin Nisbeth

         3 This Financing Statement covers the following types or items of
property (collectively, the "Collateral"):

         (a) Pledged Shares. All of the following, whether now or hereafter
existing, which are owned by such Debtor or in which such Debtor otherwise has
any rights: the shares of stock described on Exhibit A hereto and all other
shares of stock in Future Energy Corporation, a Nevada corporation and Future
Petroleum Corporation, a Texas corporation, which are now or hereafter owned by
Debtor, all certificates representing any such shares, all options and other
rights, contractual or otherwise, at any time existing with respect to such
shares, and all dividends, cash, instruments and other property now or hereafter
received, receivable or otherwise distributed in respect of or in exchange for
any or all of such shares.

         (b) Partnership Rights. All of the following (herein collectively
called the "Partnership Rights"), whether now or hereafter existing, which are
owned by Debtor or in which Debtor otherwise has any rights:



                                       1
<PAGE>   28

                  (i) all proceeds, interest, profits, and other payments or
         rights to payment attributable to Debtor's interests in the
         Partnerships, and all distributions, cash, instruments and other
         property now or hereafter received, receivable or otherwise made with
         respect to or in exchange for any interest of Debtor in any
         Partnership, including interim distributions, returns of capital, loan
         repayments, and payments made in liquidation of any Partnership, and
         whether or not the same arise or are payable under any partnership
         agreement or certificate forming any Partnership or any other agreement
         governing any Partnership or the relations among the partners in any
         Partnership (and any and all such partnership agreements, certificates,
         and other agreements being herein called the "Partnership Agreements");
         and

                  (ii) all other interests and rights of Debtor in any of the
         Partnerships, whether under the Partnership Agreements or otherwise,
         including without limitation any right to cause the dissolution of any
         Partnership or to appoint or nominate a successor to Debtor as a
         partner in any Partnership.

         (c) Proceeds. All proceeds of any and all of the foregoing Collateral
and, to the extent not otherwise included, all payments under insurance (whether
or not Secured Party is the loss payee thereof) or under any indemnity, warranty
or guaranty by reason of loss to or otherwise with respect to any of the
foregoing Collateral.

In each case, the foregoing shall be covered by this Agreement, whether Debtor's
ownership or other rights therein are presently held or hereafter acquired and
however Debtor's interests therein may arise or appear (whether by ownership,
security interest, claim or otherwise).

As used above, "Partnership" means each of BMC Development No. 1 Limited
Partnership and Future Acquisition 1995, Ltd., each a Texas limited partnership,
and any successors of any such partnerships.

         4 This Financing Statement is presented for filing to the Secretary of
State of Texas.

                                            FUTURE PETROLEUM CORPORATION
                                             A Utah corporation


                                            By: /s/ B. CARL PRICE
                                               --------------------------------
                                                B. Carl Price, President



                                       2
<PAGE>   29

                          FUTURE PETROLEUM CORPORATION.
                           2351 West Northwest Highway
                               Dallas, Texas 75220

                                November 25, 1997

                REGISTRATION OF PLEDGE OF UNCERTIFICATED SECURITY



BMC Development No. 1 Limited Partnership
Future Acquisition 1995, Ltd.
c/o Future Exploration Corporation, general partner
2351 West Northwest Highway
Dallas, Texas 75220
Attention: Secretary

Ladies and Gentlemen:

         The undersigned are the registered owners of the entire general and
limited partnership interest in each of BMC Development No. 1 Limited
Partnership and Future Acquisition 1995, Ltd., each a Texas limited partnership
(each a "Partnership").

         The undersigned have pledged their entire general and limited
partnership interest in each Partnership registered to the undersigned to Energy
Capital Investment Company PLC, EnCap Equity 1994 Limited Partnership and Gecko
Booty 1994 I Limited Partnership ("Sellers"). Please register this pledge in the
partnership records of each Partnership and upon such registration, execute this
letter in the space below and return an executed original to the undersigned at
the above address and to Sellers c/o EnCap Investments L.C., 1100 Louisiana,
Suite 3150, Houston, Texas 77002, Attention: Colin Nisbeth.

                                            FUTURE ENERGY CORPORATION,
                                             a Nevada corporation

                                            By: /s/ B. CARL PRICE
                                               --------------------------------
                                                B. Carl Price, President


                                            FUTURE PETROLEUM CORPORATION,
                                             a Texas corporation

                                            By: /s/ B. CARL PRICE
                                               --------------------------------
                                                B. Carl Price, President


AS OF THIS 25th DAY OF NOVEMBER, 1997, the undersigned hereby CONSENTS TO AND
ACKNOWLEDGES the foregoing pledge, and the undersigned did register the
foregoing pledge in its limited partnership records of each Partnership

FUTURE PETROLEUM CORPORATION,
 a Texas corporation, general partner of each Partnership

By:  /s/ B. CARL PRICE
   --------------------------------
    B. Carl Price, President