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                                                                 Exhibit 10.12


                                 EMPLOYMENT AGREEMENT

               This Employment AGREEMENT ("Agreement") is made by and between
EDGE PETROLEUM CORPORATION, a Delaware corporation ("Company"), and JOHN W.
ELIAS ("Executive").

                                     WITNESSETH:

               WHEREAS, Company is desirous of employing Executive in an
executive capacity on the terms and conditions, and for the consideration
hereinafter set forth and Executive is desirous of being employed by Company on
such terms and conditions and for such consideration;

               NOW, THEREFORE, for and in consideration of the mutual promises,
covenants and obligations contained herein, Company and Executives agree as
follows:

                                      ARTICLE 1

                                EMPLOYMENT AND DUTIES

1.1    EMPLOYMENT:  EFFECTIVE DATE.  Company agrees to employ Executive and
       Executive agrees to be employed by Company, beginning as of the
       Beginning Date (as hereinafter defined) and continuing for the period of
       time set forth in Article 2, Paragraph 2.1 of this Agreement, subject to
       the terms and conditions of this Agreement.  For purposes of this
       Agreement, the "Effective Date" shall be the first date that the
       Executive reports for work at the offices of the Company, but no later
       than November 16, 1998.

1.2    POSITIONS.  Effective as of the Effective Date, Company shall cause
       Executive to be appointed Chairman and Chief Executive officer of
       Company and to be elected a member of the Board of Directors of Company
       (the "Board of Directors").  Company shall maintain Executive in such
       position, or in such other positions as the parties mutually may agree,
       for the full term of Executive's employment hereunder.

1.3    DUTIES AND ADVICE.  Executive agrees to serve in the positions referred
       to in paragraph 1.2 and to perform diligently and to the best of his
       abilities the duties and services appertaining to such office, as well
       as such additional duties and services appropriate to such office which
       the parties mutually may agree upon from time to time.  Executive's
       employment shall also 


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       be subject to the policies maintained and established by Company, as 
       the same may be amended from time to time.

1.4    OTHER INTERESTS.  Executive agrees during the period of his employment
       by Company to devote his primary business time, energy and best efforts
       to the business and affairs of Company and its affiliates and not to
       engage, directly or indirectly, in any other business or businesses
       whether or not similar to that of Company, except with the consent of
       the Board of Directors.  The foregoing notwithstanding, the parties
       recognize and agree that Executive may engage in passive personal
       investments and other civic, charitable and business activities that do
       not conflict with the business and affairs of Company or interfere with
       Executive's performance of his duties hereunder without the necessity of
       obtaining the consent of the Board of Directors.

1.5    DUTY OF LOYALTY.  Executive acknowledges and agrees that Executive owes
       a fiduciary duty of loyalty, fidelity and allegiance to act at all times
       in the best interest of Company.  In keeping with these duties,
       Executive shall make full disclosure to Company of all business
       opportunities pertaining to Company's business and shall not appropriate
       for Executive's own benefit business opportunities concerning the
       subject matter of the fiduciary relationship.

                                      ARTICLE 2

                          TERM AND TERMINATION OF EMPLOYMENT

2.1    TERM.  Unless sooner termination pursuant to other provisions hereof,
       Company agrees to employ Executive beginning on Monday, November 16,
       1998 and extending for a three-year period beginning January 1, 1999
       (the "Term of Employment").  Beginning with the first anniversary of the
       Effective Date, said term of employment shall be extended automatically
       for an additional successive one-year period as of each anniversary of
       the Effective Date that occurs while this Agreement is in effect;
       provided, however, that if, at any time prior to any such anniversary
       date of the Effective Date, either party shall give written notice to
       the other that no such automatic extensions shall occur, the Executive's
       employment shall terminate on the last day of the two-year period
       beginning on the anniversary date of the Effective Date that next occurs
       after such notice is given.

2.2    COMPANY'S RIGHT TO TERMINATE.  Notwithstanding the provisions of
       paragraph 2.1, the Company shall have the right to terminate Executive's
       employment under the Agreement at any time for the following reasons:

       (i)     upon Executive's death;

       (ii)    upon Executive's becoming incapacitated by accident, sickness or
               other circumstances which renders him mentally or physically
               incapable of performing the 


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               duties and services required of him hereunder on a full-time 
               basis with reasonable accommodations for a period of at least 
               120 consecutive days or for a period of 180 business days 
               during any twelve-month period;

       (iii)   for cause, which for purposes of this Agreement shall mean
               Executive's gross negligence, gross neglect or willful misconduct
               in the performance of the duties required of him hereunder or
               Executive's final conviction of a felony or if a misdemeanor
               involving moral turpitude, excluding misdemeanor convictions
               relating to the operation of a motor vehicle;

       (iv)    for Executive's material breach of any material provisions of 
               this Agreement which, if correctable, remains uncorrected for 30
               days following written notice to Executive by Company of such 
               breach; or

       (v)     for any reason whatsoever, in the sole discretion of the Board of
               Directors.

2.3    EXECUTIVE'S RIGHT TO TERMINATE.  Notwithstanding the provisions of
       paragraph 2.1, Executive shall have the right to terminate his
       employment under this Agreement at any time for any of the following
       reasons:
       
       (i)     for (A) Company's material breach of any material provision of
               this agreement, (B) Company's assignment to Executive of duties
               and responsibilities that are materially inconsistent with the
               positions referred to in Article 1, paragraph 1.2, (C) Company's
               failure to appoint or elect or reappoint or re-elect Executive to
               the positions referred to in Article 1, paragraph 1.2, (D) a
               change in the location of Executive's principal place of
               employment by the Company by more than 50 miles from the location
               where he was principally employed immediately prior to such
               change; provided, however, that prior to Executive's termination
               of employment under (A), (B) or (C) of this paragraph 2.3(i),
               Executive must give written notice to Company of any such breach,
               assignment or failure and such breach, assignment or failure must
               remain uncorrected for 30 days following such written notice; or

       (ii)    for any other reason, in the sole discretion of Executive;

2.4    NOTICE OF TERMINATION.  If Company or Executive desires to terminate
       Executive's employment hereunder at any time prior to expiration of the
       term of employment as provided in paragraph 2.1, it or he shall do so by
       giving written notice to the other party that it or he has elected to
       terminate Executive's employment hereunder and stating the effective
       date and reason for such termination, provided that no such action shall
       alter or amend any provisions hereof or rights arising hereunder,
       including, without limitation, the provisions of Article 4 hereof.  Such
       notice shall also, to the extent material to any right or obligation
       hereunder 


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       constitute notice under paragraph 2.1 of the discontinuance of any 
       further automatic extensions of the term of paragraph 2.1.

                                      ARTICLE 3

                              COMPENSATION AND BENEFITS

3.1    BASE SALARY.  During the period of this Agreement, Executive shall
       receive a minimum base salary of $350,000.  The Compensation Committee
       of the Board of Directors (the "Compensation Committee") shall review
       Executive's base salary at the end of the initial three-year term and on
       an annual basis thereafter, and shall make a recommendation to the Board
       of Directors regarding possible increases in the Executive's annual base
       salary, and the Board of Director's, in its sole discretion, may
       increase but not decrease the Executive's annual base salary. 
       Executive's annual base salary shall be paid in equal installments in
       accordance with the Company's standard policy regarding payment of
       compensation to executives but no less frequently than monthly.

3.2    ANNUAL BONUSES.  For the 1999 performance year, no bonus will be
       considered for Executive.  In subsequent years ending during the period
       of this Agreement, Executive shall be eligible to receive an annual
       bonus under the Edge Petroleum Corporation Executive Incentive Plan (or
       any successor thereto) as established from time to time by the
       Compensation Committee based on an Incentive Target of 50% of
       Executive's annual base salary, with a Maximum Incentive of 100% of
       Executive's annual base salary.  A combination of specific objective and
       subjective performance criteria shall be established mutually between
       the Compensation Committee and Executive on an annual basis.

3.3    INITIAL STOCK OPTION.  On January 4, 1999, Company shall grant to
       Executive an option (the "Initial Option") to purchase 200,000 shares of
       Company's common stock ("Common Stock").  Such Initial Options will be
       issued outside of the Company's 1997 Incentive Plan.  The purchase price
       for each share of stock subject to the Initial Option shall be equal to
       the Fair Market Value (the mean of the highest and lowest sales price
       per share of the Common Stock on the applicable date) of a share of
       Common Stock as of January 4, 1999.  The Initial Stock Option shall
       (i) be a nonqualified stock option, (ii) have a ten-year term,
       (iii) become exercisable cumulatively in 33 1/3% increments beginning
       January 1, 1999 and at each of January 1, 2000 and January 1, 2001.


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3.4    SUBSEQUENT STOCK OPTIONS. Subject to the discretion of the Board of
       Directors, Company shall grant to Executive the option to purchase a
       number of shares of stock pursuant to the Company's 1997 Incentive Plan
       or, at the election of the Compensation Committee, out of other
       appropriate Company stock outside of the 1997 Incentive Plan, in
       accordance with the following schedule:

                          January 1, 2000         50,000 shares
                          January 1, 2001         50,000 shares
                          January 1, 2002         50,000 shares
                          January 1, 2003         50,000 shares
                          January 1, 2004         50,000 shares

       The purchase price for each share of Common Stock subject to each
       subsequent option shall be equal to the Fair Market Value of a share of
       stock as of the date of grant of such subsequent option.  Subject to the
       terms of the 1997 Incentive Plan and the agreement to be executed by
       Company and Executive evidencing each subsequent option, each subsequent
       option shall (i) be a nonqualified stock option (ii) have a ten-year
       term, and (iii) become exercisable 100% on the second anniversary of the
       date of grant of such subsequent option.

3.5    LIFE INSURANCE.  Company will provide, or cause to be provided, to
       Executive, at no cost to Executive, $1,000,000 of term life insurance
       coverage payable to a beneficiary to be designated in writing by
       Executive, together with a tax gross-up payment in the amount necessary
       to offset any applicable taxes imposed on Executive by reason of such
       coverage and such tax gross-up payment.  Notwithstanding the foregoing,
       however, if Executive fails to qualify medically for such insurance
       coverage at standard rates for his age group, Company shall not be
       required to provide such coverage unless Executive pays the cost of such
       coverage that is in excess of the standard rate cost.  Such insurance,
       including replacement or substitute policies therefor, shall be
       maintained for the same period as Executive's compensation hereunder is
       continued pursuant to Article 7 hereof.

3.6    OTHER PERQUISITES.  During his Term of Employment, Executive shall be
       afforded the following benefits as incidences of his employment:

       (i)     BUSINESS AND ENTERTAINMENT EXPENSES.  Subject to Company's
               standard policies and procedures with respect to expense
               reimbursement as applied to its executive employees generally,
               Company shall reimburse Executive for, or pay on behalf of
               Executive, reasonable and appropriate expenses incurred by
               Executive for business-related purposes, including dues and fees
               to industry and professional organizations and cost of
               entertainment and business development.


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       (ii)    CLUB EXPENSES.  In addition to other business and entertainment
               expenses reimbursable pursuant to subparagraph 3.6(i) above,
               Company shall pay all membership fees, dues and assessment for a
               club if the Executive is requested to join a club.  The foregoing
               notwithstanding, Company shall not be obligated to buy from
               Executive, or to reimburse Executive for the price of, his
               membership in any club of which Executive is a member prior to
               the Effective Date.

       (iii)   ANNUAL PHYSICAL EXAMINATION.  Company shall pay for the cost of
               an annual physical examination to be conducted by a doctor or
               clinic of Executive's choosing in Houston, Texas.

       (iv)    PARKING.  Company shall provide at no expense to Executive a
               parking place convenient to Executive's office.

       (v)     VACATION.  During each year of his employment, Executive shall be
               entitled to five weeks of paid vacation in accordance with
               Company vacation policy.

       (vi)    SUPPORT STAFF.   The Executive shall be entitled to secretarial
               and/or other assistance to the extent needed to fulfill his
               corporate responsibilities.
       
       (vii)   BENEFIT PLAN.  Executive shall be allowed to participate in all
               employee benefit plans.

       (viii)  OTHER COMPANY BENEFITS.  Executive and, to the extent applicable,
               Executive's spouse, dependents and beneficiaries, shall be
               allowed to participate in all benefits, plans and programs,
               including improvements or modifications of the same, which are
               now, or may hereafter be, available to other executive employees
               of Company.  Such benefits, plans and programs shall include,
               without limitation, any profit sharing plan, thrift plan,
               employee stock ownership plan, health insurance or health care
               plan, life insurance, disability insurance, pension plan,
               supplemental retirement plan, vacation and sick leave plan, and
               the like which may be maintained by Company. Company shall not,
               however, by reason of this subparagraph be obligated to
               institute, maintain, or refrain from changing, amending, or
               discontinuing, any such benefit plan or program, so long as such
               changes are similarly applicable to executive employees
               generally.


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                                      ARTICLE 4

                              PROTECTION OF INFORMATION

4.1    DISCLOSURE TO EXECUTIVE.  Company shall disclose to Executive, or place
       Executive in a position to have access to or develop, trade secrets or
       confidential information of Company or its affiliates; and/or shall
       entrust Executive with business opportunities of Company or its
       affiliates; and/or shall place Executive in a position to develop
       business goodwill on behalf of Company or its affiliates.

4.2    DISCLOSURE TO AND PROPERTY OF COMPANY.  All information, ideas,
       concepts, improvements, discoveries, and inventions, whether patentable
       or not, which are conceived, made, developed, or acquired by Executive,
       individually or in conjunction with others, during Executive's
       employment by Company (whether during business hours or otherwise and
       whether on Company's premises or otherwise) which relate to Company's
       business, products, or services (including, without limitation, all such
       information relating to corporate opportunities, research, financial and
       sales data, pricing terms, evaluations, opinions, interpretations,
       acquisitions and prospects, the identity of customers or their
       requirements, the identity of key contacts within the customer
       organizations or within the organization of acquisition prospects, or
       marketing and merchandising techniques, prospective names, and markets)
       shall be disclosed to Company and are and shall be the sole and
       exclusive property of Company.  Moreover, all documents, drawings,
       memoranda, notes, records, files, correspondence, manuals, models,
       specification computer programs, E-mail, voice mail, electronic
       databases, maps, and all other writings or materials of any type
       embodying any such information, ideas, concepts, improvements,
       discoveries, and innovations are and shall be the sole and exclusive
       property of Company.  Upon termination of Executive's employment by
       Company, for any reason, Executive promptly shall deliver the same, and
       all copies thereof, to Company.

4.3    NO UNAUTHORIZED USE OR DISCLOSURE.  Executive will not, at any time
       during or after Executive's employment by Company, make any unauthorized
       disclosure of any confidential business information or trade secrets of
       Company or its affiliates, or make any use thereof except in the
       carrying out of its Executive employment responsibilities hereunder. 
       Affiliates of the Company shall be third party beneficiaries of
       Executive's obligations under this paragraph.  As a result of
       Executive's employment by Company, Executive may also from time to time
       have access to, or knowledge of, confidential business information or
       trade secrets of third parties, such as customers, suppliers, partners,
       joint venturers, and the like, of Company and its affiliates.  Executive
       also agrees to preserve and protect the confidential information and
       trade secrets to the same extent, and on the same basis, as Company's
       confidential business information and trade secrets.


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4.4    OWNERSHIP BY COMPANY.  If during Executive's employment by Company,
       Executive creates any work of authorship fixed in any tangible media of
       expression which is the subject matter of copyright (such as videotapes,
       written presentations, or acquisitions, computer programs, E-mail, voice
       mail, electronic databases, drawing maps, architectural renditions,
       models, manuals, brochures, or the like) relating to Company's business,
       products, or services, whether such work is created solely by Executive
       or jointly with others (whether during business hours or otherwise and
       whether on Company's premises or otherwise), Company shall be deemed the
       author of such work.  If the work is prepared by Executive in the scope
       of Executive's employment but is specially ordered by Company as a
       contribution to a collective work, as a part of a motion picture or
       other audiovisual work, as a translation, as a supplementary work, as a
       compilation, or as an instructional text, then the work shall be
       considered to be work made for hire and Company shall be the author of
       the work.  If such work related in any way to the business of Company
       but is neither prepared by Executive within the scope of Executive's
       employment nor is work especially ordered that is deemed to be a work
       for hire, then Executive hereto agrees to assign, and by these presents
       does assign, to Company all of Executive's worldwide right, title, and
       interest in and to such work and all rights of copyright therein.

4.5    ASSISTANCE OF EXECUTIVE.  Both during the period of Executive's
       employment by Company and thereafter, Executive shall assist Company and
       its nominee, at any time, in the protection of Company's worldwide
       right, title, and interest in and to information, ideas, concepts,
       improvements, discoveries, and inventions and its copyrighted works,
       including without limitation, the execution of all formal assignment
       documents requested by Company or its nominee and the execution of all
       lawful oaths and applications for patents and registration of copyright
       in the United States and foreign countries.

4.6    REMEDIES.  Executive acknowledges that money damages would not be
       sufficient remedy for any breach of this Article by Executive, and
       company shall be entitled to enforce the provisions of this Article by
       termination of payments then owing to Executive under this Agreement
       and/or to specific performance and injunctive relief as remedies for
       such breach or any threatened breach; provided, however, that payments
       then owing to Executive may not be terminated unless the Board of
       Directors determines that such breach by Executive has directly resulted
       or could reasonably be expected to result in a material adverse economic
       impact on the Company's business.  Such remedies shall not be deemed the
       exclusive remedies for a breach of this Article, but shall be in
       addition to all remedies available at law or in equity to Company,
       including the recovery of damages from Executive and his agents involved
       in such breach and remedies available to Company pursuant to this and
       other agreements with Executive.


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                                      ARTICLE 5

                              NONCOMPETITION OBLIGATIONS

5.1    IN GENERAL.  As part of the consideration for the compensation and
       benefits to be paid to Executive hereunder, to protect the trade secrets
       and confidential information of Company and its affiliates that have
       been and will be disclosed or entrusted to Executive, the business
       goodwill of Company and its affiliates that has been and will in the
       future be developed by Executive, or the business opportunities that
       have been and will in the future be disclosed or entrusted to Executive
       by Company and its affiliates and as an additional incentive for Company
       to enter into this Agreement, Company and Executive agree to the
       noncompetition obligations hereunder. Executive shall not, directly or
       indirectly, for Executive or for others, in any geographic area or
       market (other than the Company's home office) where Company or any of
       its affiliates are conducting any business (or is active in pursuing a
       geologic trend) or have during the previous twelve months conducted such
       business or actively pursued a geologic trend:

       (i)     engage in any business that is directly competitive with the
               business conducted by Company;

       (ii)    render advice or services to, or otherwise assist, any other
               person, association, or entity who is engaged, directly or
               indirectly, in any business competition with the business
               conducted by Company with respect to such competitive business;
               or

       (iii)   induce any employee of Company or any of its affiliates to
               terminate his or her employment with Company or such affiliates,
               or hire or assist in the hiring of any such employee by any
               person, association, or entity not affiliated with Company.

       These noncompetition obligations shall apply during the period that
       Executive is employed by Company and during any period after Executive's
       termination of Employment when the Company is providing Executive with
       Termination Benefits pursuant to Article 7.  Notwithstanding the
       preceding sentence, these noncompetition obligations shall not apply
       after Executive's termination of employment by Company by reason of
       paragraph 2.2(v).

5.2    ENFORCEMENT AND REMEDIES.  Executive acknowledges that money damages
       would not be sufficient remedy for any breach of this Article by
       Executive, and Company shall be entitled to enforce the provisions of
       this Article by terminating any payments then owing to Executive under
       this Agreement and/or to specific performance and injunctive relief as
       remedies for such breach or any threatened breach, provided, however,
       that payments then owing to Executive may not be terminated unless the
       Board of Directors determines that such breach by Executive has directly
       resulted or could reasonably be expected to result in a 


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       material adverse economic impact on the Company business.  Such 
       remedies shall not be deemed the exclusive remedies for a breach of 
       this Article, but shall be in addition to all remedies available at 
       law or in equity to Company, including without limitation, the 
       recovery of damages from Executive and Executive's agents involved in 
       such breach and remedies available to Company  pursuant to this and 
       other agreements with Executive.

5.3    REFORMATION.  It is expressly understood and agreed that Company and
       Executive consider the restrictions contained in this Article to be
       reasonable and necessary to protect the proprietary information of
       Company.  Nevertheless, if any of the aforesaid restrictions are found
       by a court having jurisdiction to be unreasonable, or overly broad as to
       geographic area or time, or otherwise unenforceable, the parties intend
       for the restrictions therein set forth to be modified by such court so
       as to be reasonable and enforceable and, as so modified by the court, to
       be fully enforced.

                                      ARTICLE 6

                            STATEMENTS CONCERNING COMPANY

6.1    IN GENERAL.  Executive shall refrain, both during the employment
       relationship and after the employment relationship terminates, from
       publishing any oral or written statements about Company, any of its
       affiliates, or any of such entities, officers, employees, agents or
       representatives that are slanderous, libelous, or defamatory; or that
       disclose private or confidential information about Company, any of its
       affiliates, or on such entities' business affairs, officers, employees,
       agents or representatives; or that constitute an intrusion into the
       seclusion or private lives of any of such entities' officers, employees,
       agents or representatives; or that give rise to unreasonable adverse
       publicity about the private lives of any of such entities' officers,
       employees, agents, or representatives or that place Company, any of its
       affiliates, or any of such entities' officers, employees, agents, or
       representatives in a false light before the public; or that constitute a
       misappropriation of the name or likeness of Company, any of its
       affiliates, or any such entities' officers, employees, agents, or
       representatives, except where any of such actions are disclosures
       required by operation of law or judicial process.  A violation or
       threatened violation of this prohibition may be enjoined by the courts.
       The rights afforded Company and its affiliates under this provision are
       in addition to any and all rights and remedies otherwise afforded by
       law.


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                                      ARTICLE 7

                        EFFECT OF TERMINATION ON COMPENSATION

7.1    BY EXPIRATION.  If Executive's employment hereunder shall terminate upon
       expiration of the Term of Employment provided in paragraph 2.1 hereof,
       then all compensation and all benefits to Executive hereunder shall
       terminate contemporaneously with termination of his employment. 

7.2    BY COMPANY.  If Executive's employment hereunder shall be terminated by
       Company prior to expiration of the Term of Employment provided in
       paragraph 2.1, then, upon such termination, regardless of the reason
       therefor, all compensation and benefits to Executive hereunder shall
       terminate contemporaneously with the termination of such employment;
       provided, however, that if such termination shall be for any reason
       other than those encompassed by paragraphs 2.2(iii) or (iv), then
       Company shall provide Executive with the Termination Benefits.  For the
       purpose of this Agreement, the term "Termination Benefits" shall mean
       the following: (i) Company shall continue to pay to Executive his base
       salary then in effect pursuant to paragraph 3.1 for the unexpired
       portion of the term set forth in paragraph 2.1; (ii) all outstanding
       stock options granted by Company to Executive shall become immediately
       exercisable in full upon Executive's termination of employment and for a
       period of twelve months thereafter (but in no event shall any such stock
       option be exercisable after the expiration of the original term of such
       stock option); (iii) within three months following the end of the year
       in which Executive's termination of employment occurs. Company shall pay
       to Executive a lump sum cash payment equal to the Executive's Incentive
       Target (the "Target Bonus") amount prorated for the number of months in
       the performance year of Executive's termination of employment that have
       elapsed prior to termination (iv) the life insurance coverage and annual
       tax gross-up pursuant to paragraph 3.5 shall continue to be provided to
       Executive for the unexpired portion of the Term of Employment set forth
       in paragraph 2.1, (v) within 10 business days after the date of
       Executive's termination of employment, Company shall pay Executive a
       lump sum cash payment equal to the amount credited to his accounts under
       the Edge Petroleum Corporation Employees' Profit Sharing Plan and the
       Employee Stock Ownership Plan, or any similar plans or programs that are
       forfeitable in accordance with the terms of such plans and (vi) during
       the period, if any (but in no event for more than 18 months after the
       date of Executive's termination of employment), that Executive elects to
       continue coverage for himself and any of his eligible dependents under
       Company's group health plan pursuant to the continuation of coverage
       provisions contained in Sections 601 et req. of the Employee Retirement
       Income Security Act of 1974, as amended, Executive's premiums for such
       coverage shall be no greater than that charged by Company generally to
       its active executive employees for coverage under such plans.  In the
       event the Company does not fulfill its obligations under paragraph 1.1
       to employ Executive and appoint him to the positions set 


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       forth in paragraph 1.2, the Executive shall be entitled to the Initial 
       Option and to Termination  Benefits as if Executive's employment 
       terminated on the Effective Date.

7.3    BY EXECUTIVE.  If Executive's employment hereunder shall be terminated
       by Executive prior to expiration of the term provided in paragraph 2.1,
       then, upon such termination, regardless of the reason thereof, all
       compensation and benefits to Executive hereunder shall terminate
       contemporaneously with the termination of such employment; provided,
       however, that if such termination shall occur for the reason encompassed
       by paragraph 2.3(i), then Company shall provide Executive with the
       Termination Benefits.

7.4    NO DUTY TO MITIGATE.  Executive shall have no duty to find new
       employment following the termination of his employment under
       circumstances which require Company to pay any amount to Executive
       pursuant to this Article 7.  Any salary or remuneration received by
       Executive from a third party for the providing of personal services
       (whether by employment or by functioning as an independent contractor)
       following the termination of his employment under circumstances pursuant
       to which this Article 7 apply shall not reduce company obligations to
       make a payment to Executive (or the amount of such payment) pursuant to
       this Article 7.  Notwithstanding the preceding sentence, if, and to the
       extent that, following the termination of his employment under
       circumstances pursuant to which this Article 7 applies, Executive
       becomes entitled to receive benefits from a third party that are
       comparable to the Termination Benefits set forth in paragraph 7.2(iv)
       and (vi), Company's obligation to provide such Termination Benefits to
       Executive shall cease.

7.5    LIQUIDATED DAMAGES.  In light of the difficulties in estimating the
       damages for an early termination of this Agreement, company and
       Executive hereby agree that the payments, if any, to be received by
       Executive pursuant to this Article 7 shall be received by Executive as
       liquidated damages.

7.6    INCENTIVE AND DEFERRED COMPENSATION.  This Agreement governs the rights
       and obligations of Executive and Company with respect to Executive's
       base salary and certain perquisites of employment.  Except as expressly
       provided herein, Executive's rights and obligations both during the term
       of his employment and thereafter with respect to stock options,
       incentive and deferred compensation, life insurance policies insuring
       the life of Executive, and other benefits under the plans and programs
       maintained by Company shall be governed by the separate agreements,
       plans and other documents and instruments governing such matters. 
       Without limiting the scope of the preceding sentence, Executive
       acknowledges that he has no right to grants of stock options either
       under the stock plans maintained by the Company or otherwise other than
       (i) as provided in paragraphs 3.3 or 3.4 hereof or (ii) in the
       discretion of the Compensation Committee or the Board of Directors.


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                                      ARTICLE 8

                                    MISCELLANEOUS

8.1    NOTICES.  For purposes of this Agreement, notices and all other
       communications provided for herein shall be in writing and shall be
       deemed to have been duly given when personally delivered or when mailed
       by United States registered or certified mail, return receipt requested,
       postage prepaid, addressed as follows:

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

       If to Executive:       John W. Elias
                              1923 Olympia Drive
                              Houston, Texas 77019

       or to such other address as either party may furnish to the other in
       writing in accordance herewith, except that notices or changes of
       address shall be effective only upon receipt.

8.2    APPLICABLE LAW.  This Agreement is entered into under, and shall be
       governed for all purposes by, the laws of the State of Texas.

8.3    NO WAIVER.  No failure by either party hereto at any time to give notice
       of any breach by the other party of, or to require compliance with, any
       condition or provisions of this Agreement shall be deemed a waiver of
       similar or dissimilar provisions or conditions at the same or at any
       prior or subsequent time.

8.4    SEVERABILITY.  If a court of competent jurisdiction determines that any
       provision of this Agreement is invalid or unenforceable, then the
       invalidity or enforceability of the provision shall not affect the
       validity or enforceability of any other provision of this Agreement, and
       all other provisions shall remain in full force and effect.

8.5    COUNTERPARTS.  This Agreement may be executed in one or more
       counterparts each of which shall be deemed to be an original, but all of
       which together will constitute one and the same Agreement.

                                     -13-
<PAGE>

8.6    WITHHOLDING OF TAXES AND OTHER EMPLOYEE DEDUCTIONS.  Company may
       withhold from any benefits and payments made pursuant to this agreement
       all federal, state, city and other taxes as may be required pursuant to
       any law or government regulation or ruling and all other normal employee
       deductions made with respect to Company's employees generally.

8.7    HEADINGS.  The paragraph headings have been inserted for purposes of
       convenience and shall not be used for interpretive purposes.

8.8    GENDER AND PLURALS.  Wherever the context so requires, the masculine
       gender includes the feminine or neuter, and the singular number includes
       the plural and converse.

8.9    AFFILIATE.  As used in this Agreement, the term "affiliate" shall mean
       any entity which owns or controls, is owned or controlled by, or is
       under common ownership or control with, Company.

8.10   ASSIGNMENT.  This agreement shall be binding upon and inure to the
       benefit of Company and any successor of Company, by merger or otherwise.
       Except as provided in the preceding sentence, this Agreement, and the
       rights and obligations of the parties hereunder, are personal and
       neither this Agreement, nor any right, benefit, or obligation of either
       party hereto, shall be subject to voluntary or involuntary assignment,
       alienation or transfer, whether by operation of law or otherwise without
       the prior written consent of the other party.

8.11   TERM.  This Agreement has a term co-extensive with the term of
       employment provided in paragraph 2.1.  Termination shall not affect any
       right or obligation of any party which is accrued or vested prior to
       such terminations.  Without limiting the scope of the preceding
       sentences, the provisions of Articles 4, 5 and 6 shall survive any
       termination of the employment relationship and/or of this Agreement.

8.12   ENTIRE AGREEMENT.  Except as provided in (i) the written benefit plans
       and programs and agreements referenced in Article 3 and (ii) any signed
       written agreement contemporaneously or hereafter executed by Company and
       Executive, including, without limitation, the Severance Agreement, this
       Agreement constitutes the entire agreement of the parties with regard to
       the subject matter hereof, and contains all the covenants, promises,
       representations, warranties and agreements between the parties with
       respect to employment of Executive by Company.  Without limiting the
       scope of the preceding sentence, all prior understandings and agreements
       among the parties hereto relating to the subject matter hereof are
       hereby null and void and of no further force and effect.  Any
       modification of this Agreement will be effective only if it is in
       writing and signed by the party to be charged.

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT ON THE 
16 DAY OF NOVEMBER, 1998 TO BE EFFECTIVE AS OF THE EFFECTIVE DATE.

                                     -14-
<PAGE>

                                        Edge Petroleum Corporation

                              By  /s/ Vincent S. Andrews 
                                ----------------------------------------

                              Name:   Vincent S. Andrews
                                   -------------------------------------
                              Title:  Director and Chairman of the 
                                      Compensation Committee


                                      Edge Petroleum Corporation


                                  /s/ John W. Elias
                                ----------------------------------------
                                      John W. Elias
                                       "Executive"





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