<PAGE>
 
                                2,000,000 SHARES

                           EDGE PETROLEUM CORPORATION

                                  COMMON STOCK

                                    ________

                             UNDERWRITING AGREEMENT

                                                         St. Petersburg, Florida
                                                                __________, 1997

Raymond James & Associates, Inc.
Jefferies & Company, Inc.
Principal Financial Securities, Inc.
  As Representatives of the Several Underwriters
  c/o Raymond James & Associates, Inc.
  880 Carillon Parkway
  St. Petersburg, Florida 33716

Dear Sirs:

     Edge Petroleum Corporation, a Delaware corporation (the "Company"),
proposes to issue and sell to the underwriters named in Schedule I annexed
hereto (the "Underwriters") an aggregate of 2,000,000 shares of Common Stock,
par value $.01 per share  (the "Common Stock"), of the Company.  The aggregate
of 2,000,000 shares to be purchased from the Company are herein called the "Firm
Shares."  In addition, the Company has agreed to sell to the Underwriters, upon
the terms and conditions set forth herein, up to 300,000 additional shares of
Common Stock (the "Additional Shares") to cover over-allotments by the
Underwriters, if any.  The Firm Shares and, to the extent such option is
exercised, the Additional Shares are hereinafter collectively referred to as the
"Shares."  Raymond James & Associates, Inc, Jefferies & Company, Inc. and
Principal Financial Securities, Inc. are acting as the representatives of the
several Underwriters and in such capacity are hereinafter referred to as the
"Representatives."

     The Company wishes to confirm as follows its agreement with you and the
other several Underwriters, on whose behalf you are acting, in connection with
the several purchases of the Shares from the Company.

     SECTION 1.  REGISTRATION STATEMENT AND PROSPECTUS.  The Company has
prepared and filed with the Securities and Exchange Commission (the
"Commission") in accordance with the provisions of the Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder
(collectively, the "Act"), a registration statement on Form S-1 (Registration
No. 333-17267), including a prospectus subject to completion, relating to the
Shares.  Such 
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 2


registration statement (including all financial schedules and exhibits), as
amended at the time when it becomes effective and as thereafter amended by any
post effective amendment, is referred to in this Agreement as the "Registration
Statement." The term "Prospectus" as used in this Agreement means (i) the
prospectus in the form included in the Registration Statement, or (ii) if the
prospectus included in the Registration Statement omits information in reliance
upon Rule 430A under the Act and such information is included in a prospectus
filed with the Commission pursuant to Rule 424(b) under the Act or as part of a
post-effective amendment to the Registration Statement after the Registration
Statement becomes effective, the prospectus as so filed, or (iii) if the
prospectus included in the Registration Statement omits information in reliance
upon Rule 430A under the Act and such information is included in a term sheet
(as described in Rule 434(b) under the Act) filed with the Commission pursuant
to Rule 424(b) under the Act, the prospectus included in the Registration
Statement and such term sheet, taken together. The prospectus subject to
completion in the form included in the Registration Statement dated February __,
1997, and as such prospectus is amended from time to time until the date upon
which the Registration Statement is declared effective by the Commission is
referred to in this Agreement as the "Prepricing Prospectus." Any registration
statement filed by the Company pursuant to Rule 462(b) of the 1933 Act
Regulations to register a portion of the Securities is herein referred to as the
"Rule 462(b) Registration Statement," and after such filing the term
"Registration Statement" shall include the Rule 462(b) Registration Statement.

     SECTION 2.  AGREEMENTS TO SELL AND PURCHASE.  The Company hereby agrees to
sell 2,000,000 Firm Shares to the Underwriters and, upon the basis of the
representations, warranties and agreements of the Company herein contained and
subject to all the terms and conditions set forth herein, each Underwriter
agrees, severally and not jointly, to purchase from the Company at a purchase
price of $_______ per Share (the "purchase price per Share"), the number of Firm
Shares set forth opposite the name of such Underwriter in Schedule I hereto (or
such number of Firm Shares as adjusted pursuant to Section 10 hereof).

     The Company also agrees to sell up to 300,000 Additional Shares to the
Underwriters and, upon the basis of the representations, warranties and
agreements of the Company herein contained and subject to all the terms and
conditions set forth herein, the Underwriters shall have the right for 30 days
from the date of this Agreement to purchase from the Company up to 300,000
Additional Shares at the purchase price per Share for the Firm Shares.  The
Additional Shares may be purchased solely for the purpose of covering over-
allotments made in connection with the offering of the Firm Shares.  If any
Additional Shares are to be purchased, each Underwriter agrees, severally and
not jointly, to purchase the number of Additional Shares (subject to such
adjustments as you may determine to avoid factional shares) which bears the same
proportion to the number of Additional Shares to be sold as the number of Firm
Shares set forth opposite the name of such Underwriter in Schedule I hereto (or
such number of Firm Shares as adjusted pursuant to Section 10 hereof) bears to
2,000,000.

     SECTION 3.  TERMS OF PUBLIC OFFERING.  The Company has been advised by you
that the Underwriters propose to make a public offering of their respective
portions of the Shares as soon
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 3


after the Registration Statement and this Agreement have become effective as in
your judgment is advisable and initially to offer the Shares upon the terms set
forth in the Prospectus.

     SECTION 4.  DELIVERY OF THE SHARES AND PAYMENT THEREFOR.  Delivery to the
Underwriters of the Firm Shares and payment therefor shall be made at the
offices of Raymond James & Associates, Inc., 880 Carillon Parkway, St.
Petersburg, Florida, at 10:00 a.m., St. Petersburg, Florida time, three (or
four, if priced after 4:00 p.m. on the relevant date) business days after the
date hereof (the "Closing Date").  The place of delivery for the Firm Shares and
the Closing Date may be varied by agreement between you and the Company.

     Delivery to the Underwriters of and payment for any Additional Shares to be
purchased by the Underwriters shall be made at the offices of Raymond James &
Associates, Inc., 880 Carillon Parkway, St. Petersburg, Florida, at 10:00 a.m.,
St. Petersburg, Florida time, on such date or dates (the "Additional Closing
Date") (which may be the same as the Closing Date but shall in no event be
earlier than the Closing Date nor earlier than three nor later than ten business
days after the giving of the notice hereinafter referred to), as shall be
specified in a written notice from you on behalf of the Underwriters to the
Company, of the Underwriters' determination to purchase a number, specified in
such notice, of Additional Shares.  Such notice may be given to the Company by
you at any time within 30 days after the date of this Agreement.  The place of
delivery for the Additional Shares and the Additional Closing Date may be varied
by agreement between you and the Company.

     Certificates for the Firm Shares and for any Additional Shares to be
purchased hereunder shall be registered in such names and in such denominations
as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, on the
second business day preceding the Closing Date or the Additional Closing Date,
as the case may be.  Such certificates shall be made available to you in St.
Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St.
Petersburg, Florida time, on the business day immediately preceding the Closing
Date or the Additional Closing Date, as the case may be.  The certificates
evidencing the Firm Shares and any Additional Shares to be purchased hereunder
shall be delivered to you on the Closing Date or the Additional Closing Date, as
the case may be, against payment of the purchase price therefor by wire transfer
in immediately available funds, to the account specified by the Company to the
Underwriters no later than the business day prior to the Closing Date.

     SECTION 5.  AGREEMENTS OF THE COMPANY.  The Company agrees with the several
Underwriters as follows:

          (a) The Company will use commercially reasonable efforts to cause the
     Registration Statement to become effective and will advise you promptly
     and, if requested by you, will confirm such advice in writing (i) when the
     Registration Statement has become effective and when any post-effective
     amendment thereto becomes effective, (ii) if Rule 430A under the Act is
     employed, when the Prospectus or term sheet (as described in Rule 434(b)
     under the Act) has been timely filed pursuant to Rule 424(b) under the Act,
     (iii) of any request by the Commission for amendments or supplements to the
     Registration
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 4


     Statement, any Prepricing Prospectus or the Prospectus or for additional
     information, (iv) of the issuance by the Commission of any stop order
     suspending the effectiveness of the Registration Statement or of the
     suspension of qualification of the Shares for offering or sale in any
     jurisdiction or the initiation (or threatened initiation) of any proceeding
     for such purposes, and (v) within the period of time referred to in Section
     5(e) below, of any change in the Company's condition (financial or other),
     business, prospects, properties, net worth or results of operations, or of
     any event that comes to the attention of the Company that makes any
     statement made in the Registration Statement or the Prospectus (as then
     amended or supplemented) untrue in any material respect or that requires
     the making of any additions thereto or changes therein in order to make the
     statements therein not misleading in any material respect, or of the
     necessity to amend or supplement the Prospectus (as then amended or
     supplemented) to comply with the Act or any other law. If at any time the
     Commission shall issue any stop order suspending the effectiveness of the
     Registration Statement, the Company will use commercially reasonable
     efforts to obtain the withdrawal of such order at the earliest possible
     time.

          (b) The Company will furnish to you, without charge, three signed
     copies of the Registration Statement as originally filed with the
     Commission and of each amendment thereto, including financial statements
     and all exhibits thereto, and will also furnish to you, without charge,
     such number of conformed copies of the Registration Statement as originally
     filed and of each amendment thereto as you may reasonably request.

          (c) The Company will not file any amendment to the Registration
     Statement or make any amendment or supplement to the Prospectus of which
     you shall not previously have been advised (with a reasonable opportunity
     to review such amendment or supplement) or to which you have reasonably
     objected after being so advised.

          (d) Prior to the execution and delivery of this Agreement, the Company
     has delivered or will deliver to you, without charge, in such quantities as
     you have requested or may hereafter reasonably request, copies of each form
     of the Prepricing Prospectus.  The Company consents to the use, in
     accordance with the provisions of the Act and with the securities or Blue
     Sky laws of the jurisdictions in which the Shares are offered by the
     several Underwriters and by dealers, prior to the date of the Prospectus,
     of each Prepricing Prospectus so furnished by the Company.

          (e) As soon after the execution and delivery of this Agreement as is
     reasonably practicable and thereafter from time to time for such period as
     in the reasonable opinion of counsel for the Underwriters a prospectus is
     required by the Act to be delivered in connection with sales by any
     Underwriter or a dealer, the Company will deliver to each Underwriter and
     each dealer, without charge, as many copies of the Prospectus (and of any
     amendment or supplement thereto) as they may reasonably request.  The
     Company consents to the use of the Prospectus (and of any amendment or
     supplement thereto) in accordance with the provisions of the Act and with
     the securities or Blue Sky laws of the jurisdictions in which
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 5


     the Shares are offered by the several Underwriters and by all dealers to
     whom Shares may be sold, both in connection with the offering and sale of
     the Shares and for such period of time thereafter as the Prospectus is
     required by the Act to be delivered in connection with sales by any
     Underwriter or dealer. If during such period of time any event shall occur
     that in the judgment of the Company or in the opinion of counsel for the
     Underwriters is required to be set forth in the Prospectus (as then amended
     or supplemented) or should be set forth therein in order to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading, or if it is necessary to supplement or amend the
     Prospectus to comply with the Act or any other law, the Company will
     forthwith prepare and file with the Commission an appropriate supplement or
     amendment thereto, and will furnish to each Underwriter and to each dealer
     who has previously requested Prospectuses, without charge, reasonable
     number of copies thereof.

          (f) The Company will cooperate with you and counsel for the
     Underwriters in connection with the registration or qualification of the
     Shares for offering and sale by the several Underwriters and by dealers
     under the securities or Blue Sky laws of such jurisdictions as you may
     reasonably designate and will file such consents to service of process or
     other documents as may be reasonably necessary in order to effect such
     registration or qualification; provided that in no event shall the Company
     be obligated to qualify to do business in any jurisdiction where it is not
     now so qualified, to subject itself to taxation as a result of doing
     business in any jurisdiction where it is not now so subject to taxation, to
     qualify as a dealer in securities in any jurisdiction or to take any action
     which would subject it to service of process in suits, other than those
     arising out of the offering or sale of the Shares, in any jurisdiction
     where it is not now so subject.  In the event that the qualification of the
     Shares in any jurisdiction is suspended, the Company shall so advise you
     promptly in writing.

          (g) The Company will make generally available to its security holders
     a consolidated earnings statement, which need not be audited, covering a
     period of at least twelve-months commencing after the effective date of the
     Registration Statement and ending not later than 15 months thereafter, as
     soon as reasonably practicable after the end of such period, which
     consolidated earnings statement shall satisfy the provisions of Section
     11(a) of the Act and Rule 158 promulgated thereunder.

          (h) During the period of five years hereafter, the Company will
     furnish to you as soon as practicable after the end of each fiscal year, a
     copy of its annual report to shareholders for such year; and the Company
     will furnish to you (i) as soon as available, a copy of each report or
     definitive proxy statement of the Company filed with the Commission under
     the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
     mailed to shareholders, and (ii) from time to time such other information
     concerning the Company as you may reasonably request.
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 6

          (i) If this Agreement shall terminate or shall be terminated after
     execution pursuant to any provisions hereof (other than as a result of a
     failure by the Representatives or any Underwriter to fulfill their or its
     obligations hereunder) or if this Agreement shall be terminated by the
     Underwriters because of any failure or refusal on the part of the Company
     to comply with the terms or fulfill any of the conditions of this
     Agreement, the Company agrees to reimburse the Representatives for all out-
     of-pocket expenses (including fees and expenses of counsel for the
     Underwriters but excluding wages and salaries paid by the Representatives)
     reasonably incurred by you in connection herewith.

          (j) The Company will apply the net proceeds from the sale of the
     Shares to be sold by it hereunder substantially in accordance with the
     description set forth in the Prospectus under the caption "Use of
     Proceeds."

          (k) If Rule 430A under the Act is employed, the Company will timely
     file the Prospectus or term sheet (as described in Rule 434(b) under the
     Act) pursuant to Rule 424(b) under the Act.

          (l) The Company will not offer, sell, contract to sell or otherwise
     dispose of any Common Stock or rights to purchase Common Stock, or any
     securities convertible into or exercisable or exchangeable for shares of
     Common Stock except to the Underwriters pursuant to this Agreement, for a
     period of 180 days from the date of the Prospectus without the prior
     written consent of the Representatives; provided, however, that the Company
     may issue shares of Common Stock pursuant to the Combination Transactions
     (as defined in the Prospectus), pursuant to the Company's Long-Term
     Incentive Plan, and other employee benefit and compensation arrangements
     currently in effect or as consideration to sellers in connection with
     business acquisitions by the Company, but only if such sellers agree in
     writing not to offer, sell, contract to sell or otherwise dispose of such
     shares of Common Stock for a period of 180 days from the date of the
     Prospectus.

          (m) The Company will not, directly or indirectly, take any action
     which would constitute, or any action designed or which might reasonably be
     expected to cause or result in or constitute, under Act or otherwise,
     stabilization or manipulation of the price of any security of the Company
     to facilitate the sale or resale of the Shares.

          (n) If at any time during the 25-day period after the first date that
     any of the Shares are released by you for sale to the public, any
     publication or event relating to or affecting the Company shall occur as a
     result of which in your opinion the market price of the Common Stock
     (including the Shares) has been or is likely to be materially affected
     (regardless of whether such rumor, publication or event necessitates a
     supplement to or amendment of the Prospectus), the Company will, after
     written notice from you advising the Company to the effect set forth above,
     forthwith consult with you concerning the advisability and substance of,
     and, if appropriate, disseminate, a press release or other public statement
     responding to or commenting on such publication or event.
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 7


          (o) The Company will maintain a transfer agent and, if necessary under
     the jurisdiction of its incorporation or the rules of the Nasdaq Stock
     Market or any national securities exchange on which the Common Stock is
     listed, a registrar (which, if permitted by applicable laws and rules, may
     be the same entity as the transfer agent) for its Common Stock.

          (p) The Company agrees that any dispute hereunder shall be litigated
     solely in the Circuit Court of the State of Florida in Pinellas County,
     Florida or in the United States District Court for the Middle District of
     Florida, Tampa Division, and further agrees to submit itself to the
     personal jurisdiction of such courts.

     SECTION 6.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company
represents and warrants to each Underwriter on the date hereof, and shall be
deemed to represent and warrant to each Underwriter on the Closing Date and the
Additional Closing Date, as the case may be, that:

          (a) Each Prepricing Prospectus included as part of the Registration
     Statement as originally filed or as part of any amendment or supplement
     thereto, or filed pursuant to Rule 424(a) under the Act, complied when so
     filed with the provisions of the Act and did not include any untrue
     statement of a material fact or omit to state a material fact required to
     be stated therein or necessary to make the statement therein not
     misleading, except that this representation and warranty does not apply to
     statements in such Prepricing Prospectus (or any amendment or supplement
     thereto) made in reliance upon and in conformity with information relating
     to any Underwriter furnished to the Company in writing by or on behalf of
     any Underwriter through you expressly for use therein.

          (b) The Commission has not issued any order preventing or suspending
     the use of any Prepricing Prospectus, and the Prepricing Prospectus
     included as part of the Registration Statement declared effective by the
     Commission complies as to form with the requirements of the Act.  The
     Registration Statement, in the form in which it becomes effective and also
     in such form as it may be when any post-effective amendment thereto shall
     become effective, and the Prospectus, and any supplement or amendment
     thereto when filed with the Commission under Rule 424(b) under the Act,
     will comply with the provisions of the Act and will not at any such times
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein, in light of the circumstances under which they were made, not
     misleading, except that this representation and warranty does not apply to
     statements in or omissions from the Registration Statement or the
     Prospectus (or any amendment or supplement thereto) made in reliance upon
     and in conformity with information relating to any Underwriter furnished to
     the Company in writing by or on behalf of any Underwriter through you
     expressly for use therein.

          (c) The capitalization of the Company is as set forth in the
     Prospectus as of the date set forth therein. All the outstanding shares of
     Common Stock of the Company have
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 8

     been duly authorized by all necessary corporate action on the part of the
     Company and validly issued, are fully paid and nonassessable and were not
     issued in violation of or subject to any preemptive rights arising under
     the Company's Restated Certificate of Incorporation or Bylaws or under the
     Delaware General Corporation Law or similar rights; the Shares to be issued
     and sold to the Underwriters by the Company hereunder have been duly
     authorized by all necessary corporate action on the part of the Company
     and, when issued and delivered to the Underwriters against payment therefor
     in accordance with the terms hereof, will be validly issued, fully paid and
     nonassessable and will not have been issued in violation of or subject to
     any preemptive rights arising under the Company's Restated Certificate of
     Incorporation or Bylaws or under the Delaware General Corporation Law or
     similar rights; the capital stock of the Company conforms to the
     description thereof in the Registration Statement and the Prospectus (or
     any amendment or supplement thereto); and upon delivery of certificates for
     the Shares pursuant to the terms of this Agreement and payment for the
     Shares the Underwriters will receive valid and marketable title to the
     Shares, free and clear of any voting trust arrangements, liens,
     encumbrances, equities, claims or defects in title to the several
     Underwriters purchasing the Shares in good faith and without notice of any
     lien, claim or encumbrance.

          (d) The Company is a corporation duly organized and validly existing
     in good standing under the laws of the State of Delaware with full
     corporate power and authority to own, lease and operate its properties and
     to conduct its business as presently conducted and as described in the
     Registration Statement and the Prospectus (and any amendment or supplement
     thereto), and is duly registered and qualified to conduct its business and
     is in good standing in each jurisdiction or place where the nature of its
     properties or conduct of its business requires such registration or
     qualification, except where the failure to so register or qualify does not
     have a material adverse effect on the condition (financial or other),
     business, prospects, properties, net worth or results of operations of the
     Company.

          (e) Each of the subsidiaries of the Company identified in Exhibit 21.1
     to the Registration Statement ("Subsidiary" or, collectively, the
     "Subsidiaries") is a corporation duly organized, validly existing and in
     good standing in its jurisdiction of incorporation or is a limited or
     general partnership duly formed and validly existing in its jurisdiction of
     organization, as the case may be, and each Subsidiary has full corporate or
     partnership power and authority to own, lease and operate its properties
     and to conduct its business as presently conducted and as described in the
     Registration Statement and the Prospectus (and any amendment or supplement
     thereto), and is duly registered and qualified to conduct its business and
     is in good standing in each jurisdiction or place where the nature of its
     properties or the conduct of its business requires such qualification or
     registration, except where the failure to so qualify or register does not
     have a material adverse effect on the condition (financial or other),
     business, prospects, properties, net worth or results of operations of the
     Company and the Subsidiaries, taken as a whole.  All of the outstanding
     shares of capital stock of, or partnership or other equity ownership
     interests in, each of the Subsidiaries has been duly authorized and validly
     issued, are fully paid and nonassessable,
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 9

     and are owned by the Company directly or indirectly through one of the
     other Subsidiaries, free and clear on any lien, adverse claim, security
     interest, equity or other encumbrance (except as set forth in the
     Prospectus). Except for the Subsidiaries, upon consummation of the
     Combination Transactions (as defined in the Prospectus) the Company will
     not own a material interest in or control, directly or indirectly, any
     other corporation, partnership, joint venture, association, trust or other
     business organization or entity.

          (f) The Combination Transactions (as defined in the Prospectus) have
     been carried out in compliance with all federal and state securities laws,
     and each contract, agreement or arrangement to effect the Combination
     Transactions to which the Company or Subsidiary is a party or by which it
     is bound, or to which any of the property or assets of the Company or any
     Subsidiary is subject has been duly and validly authorized, executed and
     delivered by the Company or such Subsidiary, as applicable, and neither the
     Company nor any Subsidiary is in breach or default of any obligation,
     agreement, covenant or condition contained in any such contract, agreement
     or arrangement.

          (g) There are no legal or governmental proceedings pending or, to the
     knowledge of the Company, threatened, against the Company or any of the
     Subsidiaries, or to which any of their property, is subject, that are
     required to be described in the Registration Statement or the Prospectus
     (or any amendment or supplement thereto) but are not described as required.
     Except as described in the Prospectus, there is no action, suit, inquiry,
     proceeding, or investigation by or before any court or governmental or
     other regulatory or administrative agency or commission pending or, to the
     best knowledge of the Company, threatened against or involving the Company
     or any Subsidiary, nor is there any basis for such action, suit, inquiry,
     proceeding or investigation.  There are no agreements, contracts,
     indentures, leases or other instruments that are required to be described
     in the Registration Statement or the Prospectus (or any amendment or
     supplement thereto) or to be filed as an exhibit to the Registration
     Statement that are not described or filed as required.  All agreements,
     contracts, indentures, leases or other instruments described in the
     Registration Statement or the Prospectus (or any amendment or supplement
     thereto) or filed as an exhibit to the Registration Statement have been
     duly authorized, executed and delivered by the Company or a Subsidiary,
     constitute valid and binding agreements of the Company or such Subsidiary
     and are enforceable against the Company or such Subsidiary in accordance
     with the terms thereof.

          (h) Neither the Company nor any Subsidiary is in violation of its
     certificate or articles of incorporation or bylaws, or other organizational
     documents, or of any law, ordinance, administrative or governmental rule or
     regulation applicable to the Company or any Subsidiary or of any decree of
     any court or governmental agency or body having jurisdiction over the
     Company or any Subsidiary, or in default in the performance of any
     obligation, agreement or condition contained in any bond, debenture, note
     or any other evidence of indebtedness or in any material agreement,
     indenture, lease or other instrument to which the Company or any Subsidiary
     is a party or by which any of their respective
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 10


     properties may be bound, except for such violations or defaults which would
     not have a material adverse effect on the condition (financial or
     otherwise), business, prospects, properties, net worth or results of
     operations of the Company and the Subsidiaries, taken as a whole.

          (i) The execution and delivery of this Agreement and the performance
     by the Company of its obligations under this Agreement have been duly and
     validly authorized by the Company, and this Agreement has been duly
     executed and delivered by the Company and constitutes the valid and legally
     binding agreement of the Company, enforceable against the Company in
     accordance with its terms.

          (j) None of the issuance and sale of the Shares, the execution,
     delivery or performance of this Agreement by the Company nor the
     consummation by the Company of the transactions contemplated hereby (i) is
     or may be void or voidable by any person or entity, (ii) requires any
     consent, approval, authorization or other order of or registration or
     filing with, any court, regulatory body, administrative agency or other
     governmental body, agency or official (except such as may be required for
     the registration of the Shares under the Act and compliance with the
     securities or Blue Sky laws of various jurisdictions and the clearance of
     the offering of the Shares with the National Association of Securities
     Dealers, Inc. (the "NASD"), all of which will be, or have been, effected in
     accordance with this Agreement) or conflicts or will conflict with or
     constitutes or will constitute a breach of, or a default under, the
     certificate or articles of incorporation or bylaws, or other organizational
     documents, of the Company or any Subsidiary, or (iii) conflicts or will
     conflict with or constitutes a breach of, or a default under, any
     agreement, contract, indenture, lease or other instrument to which the
     Company or any Subsidiary is a party or by which any of them or any of
     their respective properties may be bound, or violates any statute, law,
     regulation or filing or judgment, injunction, order or decree applicable to
     the Company or any Subsidiary or any of their respective properties, or
     results in the creation or imposition of any lien, charge or encumbrance
     upon any property or assets of the Company or any Subsidiary pursuant to
     the terms of any agreement or instrument to which any of them is a party or
     by which any of them may be bound or to which any of their property or
     assets is subject.

          (k) Each contract, agreement or arrangement to which the Company or
     any Subsidiary is a party or by which it is bound, or to which any of the
     property or assets of the Company or any Subsidiary is subject, which is
     material to the condition (financial or other), business, prospects,
     properties, net worth or results of operations of the Company and its
     Subsidiaries, taken as a whole, has been duly and validly authorized,
     executed and delivered by the Company or such Subsidiary, as applicable,
     and neither the Company nor any Subsidiary is in breach or default of any
     obligation, agreement, covenant or condition contained in any such
     contract, agreement or arrangement, except for such breaches or defaults as
     would not have a material adverse effect on the condition (financial or
     otherwise), business, prospects, properties, net worth or results or
     operations of the Company and its Subsidiaries, taken as a whole; the
     Company knows of no present condition or fact which
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 11

     would prevent compliance by the Company or any Subsidiary or any other
     party thereto with the terms of any such contract, agreement or arrangement
     in all material respects; neither the Company nor any of its Subsidiaries
     has any present intention to exercise any rights that it may have to cancel
     any such contract, agreement or arrangement or otherwise to terminate its
     rights and obligations thereunder, and none of them has any knowledge that
     any other party to any such contract, agreement or arrangement has any
     intention not to render full performance in all material respects as
     contemplated by the terms thereof.

          (l) Except as described in the Prospectus, the Company does not have
     outstanding and at the Closing Date (and the Additional Closing Date, if
     applicable) will not have outstanding any options to purchase, or any
     warrants to subscribe for, or any securities or obligations convertible
     into or exchangeable for, or any contracts or commitments to issue or sell,
     any shares of Common Stock or any such warrants or convertible or
     exchangeable securities or obligations.  No holder of securities of the
     Company has rights to the registration of any securities of the Company
     because of the filing of the Registration Statement, except (i) with
     respect to the Shares and (ii) any such rights for which the Company has
     received valid and enforceable waivers.

          (m) Deloitte & Touche LLP, the certified public accountants who have
     certified the financial statements filed as part of the Registration
     Statement and the Prospectus (or any amendment or supplement thereto) are
     independent public accountants as required by the Act.

          (n) The financial statements, together with related schedules and
     notes, forming part of the Registration Statement and the Prospectus (and
     any amendment or supplement thereto), present fairly in all material
     respects both the historical and pro forma consolidated financial position,
     results of operations and changes in financial position of the Company and
     the Subsidiaries on the basis stated in the Registration Statement at the
     respective dates or for the respective periods to which they apply; such
     statements and related schedules and notes have been prepared in accordance
     with generally accepted accounting principles consistently applied
     throughout the periods involved, except as disclosed therein; and the other
     financial and statistical information and data (including the reserve data)
     set forth in the Registration Statement and Prospectus (and any amendment
     or supplement thereto) is in all material respects accurately presented and
     prepared on a basis consistent with such financial statements and the books
     and records of the Company.

          (o) Except as disclosed in the Registration Statement and the
     Prospectus (or any amendment or supplement thereto), subsequent to the
     respective dates as of which such information is given in the Registration
     Statement and the Prospectus (or any amendment or supplement thereto),
     neither the Company nor any Subsidiary has incurred any liability or
     obligation, direct or contingent, or entered into any transactions, not in
     the ordinary course of business, that is material to the Company and the
     Subsidiaries, taken as a whole, and there has not been material change in
     the capital stock, or material increase in the short-term debt
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 12

     or long-term debt, of the Company or any Subsidiary, or any development
     involving or which may reasonably be expected to involve a potential future
     material adverse change, in the condition (financial or other), business,
     prospects, properties, net worth or results of operations of the Company
     and the Subsidiaries, taken as a whole.

          (p) The Company or each Subsidiary, as the case may be, has (i)
     generally satisfactory title to all their interests in the oil and gas
     properties described in the Prospectus as being owned by them, title
     investigations having been carried out by the Company in accordance with
     the customary practice in the oil and gas industry, and (ii) good and
     marketable title to all other real property and all property described in
     the Prospectus as being owned by them, in each case free and clear of all
     liens, claims, security interests or other encumbrances except such as are
     described in the Registration Statement and the Prospectus or in a document
     filed as an exhibit to the Registration Statement or such as are not
     materially burdensome and do not interfere in any material respect with the
     use of the property or the conduct of the business of the Company and the
     Subsidiaries, taken as a whole, and the property (real and personal) held
     under lease by each of the Company or the Subsidiaries, as the case may be,
     is held by it under valid, subsisting and enforceable leases with only such
     exceptions as in the aggregate are not materially burdensome and do not
     interfere in any material respect with the conduct of the business of the
     Company and the Subsidiaries, taken as a whole.

          (q) The Company has not distributed and will not distribute prior to
     the Closing Date any offering material in connection with the offering and
     sale of the Shares other than the Prepricing Prospectus, the Registration
     Statement, the Prospectus and such other materials permitted by the Act.

          (r) The Company has not taken, directly or indirectly, any action
     which constituted, or any action designed or which might reasonably be
     expected to cause or result in or constitute, under the Act or otherwise,
     stabilization or manipulation of the price of any security of the Company
     to facilitate the sale or resale of the Shares.

          (s) The Company is not an "investment company," an "affiliated person"
     of, or "promoter" or "principal underwriter" for an investment company
     within the meaning of the Investment Company Act of 1940, as amended.

          (t) The Company and each of the Subsidiaries have all permits,
     licenses, franchises, approvals, consents and authorizations of
     governmental or regulatory authorities or private persons or entities
     (hereinafter "permit" or "permits") as are necessary to own its properties
     and to conduct its business in the manner described in the Prospectus,
     subject to such qualifications as may be set forth in the Prospectus,
     except where the failure to have obtained any such permit has not and will
     not have a material adverse effect upon the condition (financial or other),
     business, prospects, properties, net worth or results of operations of the
     Company and the Subsidiaries, taken as a whole; the Company and each
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 13

     of the Subsidiaries have fulfilled and performed all of their material
     obligations with respect to each such permit and no event has occurred
     which allows, or after notice or lapse of time would allow, revocation or
     termination of any such permit or result in any other material impairment
     of the rights of the holder of any such permit, subject in each case to
     such qualification as may be set forth in the Prospectus; and, except as
     described in the Prospectus, such permits contain no restrictions that are
     materially burdensome to the Company or any Subsidiary.

          (u) The Company and each Subsidiary are insured by insurers of
     recognized financial responsibility against such losses and risks and in
     such amounts as are prudent and customary in the businesses in which it is
     engaged; and neither the Company nor any Subsidiary has reason to believe
     that it will not be able to renew its existing insurance coverage as and
     when such coverage expires or to obtain similar coverage from similar
     insurers as may be necessary to continue its business at a comparable cost,
     except as disclosed in the Registration Statement and the Prospectus.

          (v) The Company and the Subsidiaries have complied and will comply in
     all material respects with wage and hour determinations issued by the U.S.
     Department of Labor under the Service Contract Act of 1965 and the Fair
     Labor Standards Act in paying its employees' salaries, fringe benefits and
     other compensation for the performance of work or other duties in
     connection with contracts with the U.S. government, and have complied and
     will comply in all material respects with the requirements of the Americans
     with Disabilities Act of 1990, the Family and Medical Leave Act of 1993,
     the Employee Retirement Income Security Act of 1974, the Civil Rights Act
     of 1964 (Title VII), the Age Discrimination in Employment Act and state
     labor laws, each as amended, except where the failure to comply with any
     such requirements has not, and will not, have a material adverse effect on
     the condition (financial or other) business, prospects, properties, net
     worth or results of operations of the Company and the Subsidiaries taken as
     a whole.

          (w) The Company and the Subsidiaries maintain a system of internal
     accounting controls sufficient to provide reasonable assurances that (i)
     transactions are executed in accordance with management's general or
     specific authorizations; (ii) transactions are recorded as necessary to
     permit preparation of financial statements in conformity with generally
     accepted accounting principles and to maintain accountability for assets;
     (iii) access to assets is permitted only in accordance with management's
     general or specific authorizations; and (iv) the recorded accountability
     for assets is compared with existing assets at reasonable intervals and
     appropriate action is taken with respect to any differences.

          (x) Neither the Company nor any Subsidiary has directly or indirectly,
     at any time during the past five years (i) made any unlawful contribution
     to any candidate for political office, or failed to disclose fully any
     contribution in violation of law, or (ii) made any payment to any federal,
     state or foreign governmental official, or other person charged with
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 14


     similar public or quasi-public duties, other than payments required or
     permitted by the laws of the United States or any jurisdiction thereof or
     applicable foreign jurisdictions.

          (y) The Company and the Subsidiaries have obtained all required
     permits, licenses and other authorizations, if any, which are required
     under federal, state, regional, county, local and foreign statutes, codes,
     ordinances and other laws relating to pollution or protection of the
     environment, including laws relating to emissions, discharges, releases,
     spilling, injecting, leaching, or disposing into the environment or
     threatened releases of pollutants, contaminants, chemicals or industrial,
     hazardous or toxic materials or wastes into the environment (including,
     without limitation, ambient air, surface water, ground water, land surface,
     or subsurface strata) or otherwise relating to the manufacture, processing,
     distribution, use, treatment, storage, disposal, discharge into the
     environment, transport, or handling of pollutants, contaminants, chemicals
     or industrial, hazardous or toxic materials or wastes, or any regulation,
     rule, code, plan, order, decree, judgment, injunction, notice or demand
     letter issued, entered, promulgated, or approved thereunder ("Environmental
     Laws"), except for such permits, licenses and other authorizations which if
     not obtained would not have a material adverse effect on the condition
     (financial or otherwise), business, prospects, properties, net worth or
     results of operations of the Company and the Subsidiaries taken as a whole.
     The Company and the Subsidiaries are in material compliance with all terms
     and conditions of all required permits, licenses, and authorizations, and
     is also in material compliance with all other limitations, restrictions,
     conditions, standards, prohibitions, requirements, obligations, schedules
     and timetables contained in the Environmental Laws. There is no pending or,
     to the best knowledge of the Company, after due inquiry, threatened civil
     or criminal litigation, notice of violation, warning letter or
     administrative proceeding relating in any way to the Environmental Laws
     (including, without limitation, notices, demand letters or claims under the
     Resource Conservation and Recovery Act of 1976, as amended ("RCRA"), the
     Comprehensive Environmental Response, Compensation and Liability Act of
     1980, as amended ("CERCLA"), as amended by the Superfund Amendments
     Reauthorization Act of 1987 ("SARA"), the Toxic Substances Control Act of
     1976, the Emergency Planning and Community Right-to-Know Act of 1986, the
     Clean Water Act of 1977, and the Clear Air Act of 1966, all as amended, and
     similar foreign, state, or local laws) involving the Company.  There have
     not been and there are not any past, present, or foreseeable future events,
     conditions, circumstances, activities, practices, incidents, actions or
     plans involving the Company which may interfere with or prevent continued
     compliance, or which may give rise to any common law or legal liability, or
     otherwise form the basis of any present or future claim, action, demand,
     suit, proceeding, hearing, study or investigation, based on or related to
     the manufacture, processing, distribution, use, treatment, storage,
     disposal, arrangement for disposal, transport, arrangement for transport or
     handling, or the emission, discharge, release, or threatened release into
     the environment, of any pollutant, contaminant, chemical or industrial,
     hazardous or toxic material or waste, including, without limitation, any
     liability arising, or any claim, action, demand, suit, proceeding, hearing,
     study or investigation which may be brought, under RCRA, CERCLA, SARA, or
     similar foreign, state, regional, county, or local laws.
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 15


          (z) All offers and sales of the Company's capital stock and debt or
     other securities prior to the date hereof were made in compliance with or
     were the subject of an available exemption from the Act and all other
     applicable state and federal laws or regulations, or any actions under the
     Act or any state or federal laws or regulations in respect of any such
     offers or sales are effectively barred by effective waivers or statutes of
     limitation.

          (aa)  All federal, state and local tax returns required to be filed by
     or on behalf of the Company and each Subsidiary with respect to all periods
     ended prior to the date of this Agreement have been filed (or are the
     subject of valid extensions) with the appropriate federal, state and local
     authorities and all such tax returns, as filed, are accurate in all
     material respects.  All federal, state and local taxes (including estimated
     tax payments) required to be shown on all such tax returns or claimed to be
     due from or with respect to the business of the Company and each Subsidiary
     has been paid or reflected as a liability on the financial statements of
     the Company and the Subsidiaries for appropriate periods. All deficiencies
     asserted as a result of any federal, state or local tax audits have been
     paid or finally settled and, except as previously disclosed to the
     Representatives in writing, no issue has been raised in any such audit
     which by application of the same or similar principals, reasonably could be
     expected to result in a proposed deficiency for any other period not so
     audited.  To the best knowledge of the Company, no state of facts exists or
     has existed which would constitute grounds for the assessment of any tax
     liability with respect to the periods which have not been audited by
     appropriate federal, state or local authorities. There are no outstanding
     agreements or waivers extending the statutory period of limitation
     applicable to any federal, state or local tax return for any period.

          (bb)  Ryder Scott Company is an independent petroleum engineer with
     respect to the Company.

          (cc)  Except as described or reflected in the financial statements set
     forth in the Prospectus, as of the date hereof, (1) all royalties, rentals,
     deposits and other amounts due on the oil and gas properties of the Company
     or any Subsidiary have been properly and timely paid, and no proceeds from
     the sale or production attributable to the oil and gas properties of the
     Company or any Subsidiary are currently being held in suspense by any
     purchaser thereof, except where such amounts due would not, singly or in
     the aggregate, have a material adverse effect on the condition (financial
     or other), business, prospects, properties, net worth or results of
     operations of the Company and the Subsidiaries, taken as a whole, and (2)
     there are no claims under take-or-pay contracts pursuant to which natural
     gas purchasers have any make-up rights affecting the interest of the
     Company or any Subsidiary in their oil and gas properties, except where
     such claims would not, singly or in the aggregate, have a material adverse
     effect on the condition (financial or other), business, prospects,
     properties, net worth or results of operations of the Company and the
     Subsidiaries, taken as a whole.

          (dd)  As of the date hereof, the net aggregate undiscounted monetary
     liability of the Company or any Subsidiary for petroleum taken or received
     under any operating or gas
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 16

     balancing and storage agreement relating to its oil and gas properties that
     permits any person to receive any portion of the interest of the Company or
     any Subsidiary in any petroleum or to receive cash or other payments to
     balance any disproportionate allocation of petroleum would not, singly or
     in the aggregate, have a material adverse effect on the condition
     (financial or other), business, prospects, properties, net worth or results
     of operations of the Company and the Subsidiaries, taken as a whole.

          (ee)  No relationship, direct or indirect, exists between or among the
     Company or any Subsidiary on the one hand, and the directors, officers,
     stockholders, customers or suppliers of the Company or any Subsidiary on
     the other hand, which is required by the Act to be described in the
     Registration Statement and the Prospectus which is not so described.

     SECTION 7.  EXPENSES.  The Company hereby agrees with the several
Underwriters that the Company will pay or cause to be paid the costs and
expenses associated with the following: (i) the preparation, printing or
reproduction, and filing with the Commission of the Registration Statement
(including financial statements and exhibits thereto), each Prepricing
Prospectus, the Prospectus, and each amendment or supplement to any of them;
(ii) the printing (or reproduction) and delivery (including postage, air freight
charges and charges for counting and packaging) of such copies of the
Registration Statement, each Prepricing Prospectus, the Prospectus, and all
amendments or supplements to any of them as may be reasonably requested for use
in connection with the offering and sale of the Shares; (iii) the preparation,
printing, authentication, issuance and delivery of certificates for the Shares,
including any stamp taxes in connection with the offering of the Shares; (iv)
the printing (or reproduction) and delivery of this Agreement, the preliminary
and supplemental Blue Sky Memoranda and all other agreements or documents
printed (or reproduced) and delivered in connection with the offering of the
Shares; (v) the registration of the Common Stock under the Exchange Act and the
listing of the Shares on the Nasdaq National Market; (vi) the registration or
qualification of the Shares for offer and sale under the securities or Blue Sky
laws of the several states as provided in Section 5(f) hereof (including the
reasonable fees and expenses of counsel for the Underwriters relating to the
preparation, printing or reproduction, and delivery of the preliminary and
supplemental Blue Sky Memoranda and such registration and qualification); (vii)
the filing fees in connection with any filings required to be made with the
National Association of Securities Dealers, Inc. in connection with the
offering; (viii) the transportation and other expenses to the extent incurred by
or on behalf of representatives of the Company in connection with the
presentations to prospective purchasers of the Shares; (ix) the fees and
expenses of the Company's accountants and the fees and expenses of counsel for
the Company; and (x) the performance by the Company of its other obligations
under this Agreement.  Notwithstanding the foregoing, in the event that the
proposed offering is terminated for the reasons set forth in Section 5(i)
hereof, the Company agrees to reimburse the Underwriters as provided in Section
5(i).

     SECTION 8.  INDEMNIFICATION AND CONTRIBUTION.  The Company agrees to
indemnify and hold harmless you and each other Underwriter and each person, if
any, who controls any Underwriter within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act, from and against any and all losses, claims,
damages, liabilities and expenses (including reasonable costs of investigation)
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 17


arising out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in any Prepricing Prospectus or in the Registration
Statement or the Prospectus or in any amendment or supplement thereto, or
arising out of or based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, or arising out of or based upon any untrue statement or alleged
untrue statement of any material fact contained in any audio or visual materials
used in connection with the marketing of the Shares, including, without
limitation, slides, videos, films and tape recordings, except insofar as such
losses, claims, damages, liabilities or expenses arise out of or are based upon
an untrue statement or omission or alleged untrue statement or omission which
has been made therein or omitted therefrom in reliance upon and in conformity
with the information relating to an Underwriter furnished in writing to the
Company by or on behalf of any Underwriter through you expressly for use in
connection therewith or arise out of materials prepared solely by the
Underwriters without the knowledge of the Company or any of its representatives
based upon material information obtained form sources other than, directly or
indirectly, the Company or its representatives.

     If any action or claim shall be brought against any Underwriter or any
person controlling any Underwriter in respect of which indemnity may be sought
against the Company, such Underwriter or such controlling person shall promptly
notify in writing the party or parties against whom indemnification is being
sought (the "indemnifying party" or "indemnifying parties"), and such
indemnifying party or parties shall assume the defense thereof, including the
employment of counsel reasonably acceptable to such Underwriter or such
controlling person and payment of all fees and expenses.  Such Underwriter or
any such controlling person shall have the right to employ separate counsel in
any such action and participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such Underwriter or such
controlling person unless (i) the indemnifying party or parties has or have
agreed in writing to pay such fees and expenses, (ii) the indemnifying party or
parties has or have failed to assume the defense and employ counsel reasonably
acceptable to the Underwriter or such controlling person within a reasonable
period of time following notice from such Underwriter or such controlling
person, or (iii) the named parties to any such action (including any impleaded
parties) include both such Underwriter or such controlling person and the
indemnifying party or parties, and such Underwriter or such controlling person
shall have been advised by such counsel that representation of such indemnified
party and any indemnifying party or parties by the same counsel would be
inappropriate under applicable standards of professional conduct (whether or not
such representation by the same counsel has been proposed) due to actual or
potential differing interests between them (in which case the indemnifying party
or parties shall not have the right to assume the defense of such action on
behalf of such Underwriter or such controlling person).  The indemnifying party
or parties shall not be liable for any settlement of any such action effected
without its or their prior written consent, but if settled with such prior
written consent, or if there be a final judgment for the plaintiff in any such
action, the indemnifying party or parties agree to indemnify and hold harmless
any Underwriter and any such controlling person form and against any loss,
claim, damage, liability or expense by reason of such settlement or judgment,
but in the case of a judgment only to the extent stated in the immediately
preceding paragraph.
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 18


     Each Underwriter agrees, severally and not jointly, to indemnify and hold
harmless the Company, its directors, its officers who sign the Registration
Statement, and any person who controls the Company within the meaning of Section
15 of the Act or Section 20 of the Exchange Act, to the same extent as the
foregoing indemnity from the Company to each Underwriter, but only with respect
to information relating to such Underwriter furnished in writing by or on behalf
of such Underwriter through you expressly for use in the Registration Statement,
the Prospectus or any Prepricing Prospectus, or any amendment or supplement
thereto.  If any action or claim shall be brought or asserted against the
Company, any of its directors, any such officers, or any such controlling person
based on the Registration Statement, the Prospectus or any Prepricing
Prospectus, or any amendment or supplement thereto, and in respect of which
indemnity may be sought against any Underwriter pursuant to this paragraph, such
Underwriter shall have the rights and duties given to the Company by the
preceding paragraph (except that if the Company shall have assumed the defense
thereof such Underwriter shall not be required to do so, but may employ separate
counsel therein and participate in the defense thereof, but the fees and
expenses of such counsel shall be at such Underwriter's expense), and the
Company, its directors, any such officers, and any such controlling persons
shall have the rights and duties given to the Underwriters by the immediately
preceding paragraph.

     In any event, the Company will not, without the prior written consent of
the Representatives, settle or compromise or consent to the entry of any
judgment in any proceeding or threatened claim, action, suit or proceeding in
respect of which indemnification may be sought hereunder (whether or not the
Representatives or any person who controls the Representatives within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act is a party to
such claim, action, suit or proceeding) unless such settlement, compromise or
consent includes an unconditional release of all Underwriters and such
controlling persons from all liability arising out of such claim, action, suit
or proceeding.

     If the indemnification provided for in this Section 8 is unavailable to an
indemnified party in respect of any losses, claims, damages, liabilities or
expenses referred to therein, then an indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages,
liabilities or expenses (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
on the other hand from the offering of the Shares or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company on the one
hand and the Underwriters on the other in connection with the statements or
omissions that resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations.  The relative
benefits received by the Company on the one hand and the Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by the Underwriters,
in each case as set forth in the table on the cover page of the Prospectus (or
any related term sheet used in reliance on Rule 434(b) under the Act); provided
that, in the event that the Underwriters shall
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 19

have purchased any Additional Shares hereunder, any determination of the
relative benefits received by the Company or the Underwriters from the offering
of the Shares shall include the net proceeds (before deducting expenses)
received by the Company, and the underwriting discounts and commissions received
by the Underwriters, from the sale of such Additional Shares, in each case
computed on the basis of the respective amounts set forth in the notes to the
table on the cover page of the Prospectus (or any related term sheet used in
reliance on Rule 434(b) under the Act). The relative fault of the Company on the
one hand and the Underwriters on the other hand shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or by the
Underwriters on the other hand and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

     The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 8 was determined by a pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities and expenses referred to in this Section 8 shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 8, no Underwriter shall be required to contribute any
amount in excess of the amount by which the total price of the Shares
underwritten by it and distributed to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.  No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.  The Underwriters' obligations to
contribute pursuant to this Section 8 are several in proportion to the
respective numbers of Firm Shares set forth opposite their names in Schedule I
hereto (or such numbers of Firm Shares increased as set forth in Section 10
hereof) and not joint.

     Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution under this
Section 8 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages, liabilities or expenses are incurred.  The
indemnity and contribution agreements contained in this Section 8 and the
representations and warranties of the Company set forth in this Agreement shall
remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of any Underwriter or any person controlling
any Underwriter, the Company, its directors or officers or any person
controlling the Company, (ii) acceptance of any Shares and payment therefor
hereunder, and (iii) any termination of this Agreement.  A successor to any
Underwriter or any person controlling any Underwriter, or to the Company, its
directors or officers, or any person controlling the Company, shall be entitled
to the benefits of the indemnity, contribution and reimbursement agreements
contained in this Section 8.
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 20


     SECTION 9.  CONDITIONS OF UNDERWRITERS' OBLIGATIONS.  The several
obligations of the Underwriters to purchase the Firm Shares hereunder are
subject to the following conditions:

          (a) The Registration Statement shall have become effective not later
     than 12:00 noon, New York City time, on the date hereof, or at such later
     date and time as shall be consented to in writing by you, and all filings
     required by Rules 424(b) and 430A under the Act shall have been timely
     made.

          (b) Subsequent to the effective date of the Registration Statement
     there shall not have occurred any change, or any development involving, or
     which might reasonably be expected to involve, a potential future material
     adverse change, in the condition (financial or other), business, prospects,
     properties, net worth or results of operations of the Company, not
     contemplated by the Prospectus (or any supplement thereto), that in your
     reasonable opinion, as Representatives of the several Underwriters, would
     materially and adversely affect the market for the Shares.

          (c) You shall have received on the Closing Date (and the Additional
     Closing Date, if any) an opinion of Baker & Botts, L.L.P., counsel for the
     Company, dated the Closing Date (and the Additional Closing Date, if any),
     satisfactory to you, to the effect that:

               (i) The Company is a corporation duly incorporated and validly
          existing in good standing under the laws of the State of Delaware with
          full corporate power and authority to own, lease and operate its
          properties and to conduct its business as described in the
          Registration Statement and the Prospectus (and any amendment or
          supplement thereto), and is duly registered and qualified to conduct
          its business as a foreign corporation in good standing in the State of
          Texas.

               (ii)  The authorized capital stock of the Company conforms in all
          material respects as to legal matters to the description thereof
          contained in the Prospectus under the caption "Description of Capital
          Stock."

               (iii) All shares of capital stock of the Company outstanding
          prior to the issuance of the Shares to be issued and sold by the
          Company hereunder have been duly authorized and validly issued, are
          fully paid and nonassessable and have not been issued in violation of
          or subject to any preemptive rights arising under the Company's
          Restated Certificate of Incorporation or Bylaws or under the Delaware
          General Corporation Law or, to the knowledge of such counsel similar
          rights that entitle or will entitle any person to acquire any Shares
          upon issuance of such shares of capital stock by the Company.

               (iv) All offers and sales of the Company's capital stock prior to
          the date hereof were made in compliance with or were the subject of an
          available exemption from the registration provisions of the Act and
          the registration provisions of all other
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 21


          applicable state and federal laws or regulations or any actions under
          the Act or any state or federal laws or regulations in respect of any
          such offers or sales are effectively barred by effective waivers or
          statutes of limitation.

               (v) The Shares to be issued and sold to the Underwriters by the
          Company hereunder have been duly authorized by all necessary corporate
          action on the part of the Company and, when issued and delivered to
          the Underwriters against payment therefor in accordance with the terms
          hereof, will be validly issued, fully paid and nonassessable and will
          have not been issued in violation of or subject to any preemptive
          rights under the Company's Restated Certificate of Incorporation or
          Bylaws or under the Delaware General Corporation Law or, to the
          knowledge of such counsel, similar rights that entitle or will entitle
          any person to acquire any Shares upon the issuance of such shares of
          capital stock by the Company.

               (vi)  The form of certificates for the Shares conforms to the
          requirements of the applicable corporate laws of the State of
          Delaware.

               (vii)  The Registration Statement has become effective under the
          Act and, to the knowledge of such counsel, no stop order suspending
          the effectiveness of the Registration Statement has been issued and no
          proceedings for that purpose are pending before or contemplated by the
          Commission.

               (viii) The Company has all requisite corporate power and
          authority to enter into this Agreement and to issue, sell and deliver
          the Shares to be sold by it to the Underwriters as provided herein,
          and this Agreement has been duly authorized, executed and delivered by
          the Company and is a valid, legal and binding agreement of the Company
          enforceable against the Company in accordance with its terms, except
          insofar as the enforcement may be limited by (i) any bankruptcy,
          reorganization, insolvency, fraudulent conveyance or transfer,
          moratorium or similar laws affecting the enforcement of creditor's
          rights generally, and (ii) general principals of equity (regardless of
          whether such is considered at law or in equity).

               (ix)  Neither the offer, sale or delivery of the Shares, the
          execution, delivery or performance of this Agreement, compliance by
          the Company with all provisions hereof nor consummation by the Company
          of the transactions contemplated hereby conflicts or will conflict
          with or constitutes or will constitute a breach of, or a default
          under, the certificate or articles of incorporation or bylaws, or
          other organizational documents, of the Company or any Subsidiary or
          any agreement, indenture, lease or other instrument to which the
          Company or any Subsidiary is a party or by which it or any of their
          properties is bound that is made an exhibit to the Registration
          Statement, or results or will result in the creation or imposition of
          any lien, charge or encumbrance upon any property or assets of the
          Company or any Subsidiary; nor will any such action result in any
          violation of any
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 22


          existing law, regulation, ruling (assuming compliance with all
          applicable state securities and Blue Sky laws), judgment, injunction,
          order or decree known to such counsel after reasonable inquiry,
          applicable to the Company, the Subsidiaries or any of their respective
          properties.

               (x) No consent, approval, authorization or other order of, or
          registration or filing with, any court, regulatory body,
          administrative agency or other governmental body, agency or official
          is required on the part of the Company (except such as have been
          obtained under the Act or such as may be required under state
          securities or Blue Sky laws governing the purchase and distribution of
          the Shares) for the valid issuance and sale of the Shares to the
          Underwriters under this Agreement.

               (xi)  The Registration Statement and the Prospectus and any
          supplements or amendments thereto (except for the financial statements
          and the schedules (including the notes thereto and the auditors report
          thereon) included therein, the summary reserve report of Ryder Scott
          Company Petroleum Engineers, the other financial, reserve and
          statistical information included therein, and the exhibits thereto as
          to which such counsel need not express any opinion) comply as to form
          in all material respects with the requirements of the Act.

               (xii)  To the knowledge of such counsel, (A) other than as
          described or contemplated in the Registration Statement or the
          Prospectus (or any amendment or supplement thereto), there are no
          legal or governmental proceedings pending or threatened against the
          Company or any Subsidiary, or to which the Company or any Subsidiary,
          or any of their respective property, is subject, that are required to
          be described in the Registration Statement or Prospectus (or any
          amendment or supplement thereto) that are not described as required
          therein, and (B) there are no agreements, contracts, indentures or
          other instruments, that are required to be described in the
          Registration Statement or the Prospectus or to be filed as an exhibit
          to the Registration Statement that are not described or filed as
          required, as the case may be.

               (xiii)  Such counsel has reviewed all agreements, contracts,
          indentures, leases or other documents or instruments described in the
          Registration Statement and the Prospectus (other than routine
          contracts entered into by the Company or any Subsidiary for the
          purchase of materials or the sale of products, entered into in the
          normal course of business) and such agreements, contracts, indentures,
          leases or other documents or instruments are fairly summarized or
          described therein, and filed as exhibits thereto as required.

               (xiv) Such counsel has no reason to believe that the descriptions
          in the Prospectus under the caption "Business -- Regulation" of
          statutes, regulations or
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 23

          legal or governmental proceedings are other than accurate or fail to
          present fairly the information required to be shown.

               (xv) The Company is not an "investment Company" or an "affiliated
          person" of, or "promoter" or "principal underwriter" for, an
          "investment Company," as such terms are defined in the Investment
          Company Act of 1940, as amended.

     In rendering such opinion, counsel may rely, to the extent they deem such
reliance proper, as to matters of fact upon certificates of officers of the
Company and of government officials and in rendering the opinion set forth in
paragraph (viii) above, state that they have relied on oral advice of the
Commission that the Commission has declared the Registration Statement effective
under the Act.  Copies of all such certificates shall be furnished to you and
your counsel on the Closing Date (and the Additional Closing Data, if
applicable).  Such counsel shall also be entitled to state that its opinion is
limited to the federal laws of the United States of America, the laws of the
State of Texas and the General Corporation Law of the State of Delaware.

     In rendering such opinion, in each case where such opinion is qualified by
"the best knowledge of such counsel after reasonable inquiry," such counsel may
rely as to matters of fact upon certificates of executive and other officers and
employees of the Company or its Subsidiaries as you and such counsel shall deem
are appropriate and such other procedures as you and such counsel shall mutually
agree; provided, however, in each such case, such counsel shall state that it
has no knowledge contrary to the information contained in such certificates or
developed by such procedures and knows of no reason why you should not
reasonably rely upon the information contained in such certificates or developed
by such procedures.

     In addition to the opinion set forth above, such counsel shall state the
following:  Such counsel has participated in conferences with officers and other
representatives of the Company, representatives of the independent public
accountants of the Company and your representatives at which the contents of the
Registration Statement and the Prospectus and related matters were discussed.
Although such counsel is not passing upon, and does not assume any
responsibility for, the accuracy, completeness or fairness of the statements
contained in the Registration Statement and the Prospectus, such counsel advises
you that, on the basis of the foregoing (relying as to materiality to a large
extent upon officers and other representatives of the Company and your
representatives), no facts have come to the attention of such counsel which lead
such counsel to believe that the Registration Statement (other than (i) the
financial statements and schedules (including the notes thereto and the
auditors' reports thereon) included therein, (ii) the summary reserve report of
Ryder Scott Company Petroleum Engineers included therein, (iii) the other
financial, reserve and statistical information included therein and (iv) the
exhibits thereto, as to which such counsel has not been asked to comment), as of
the time it became effective, contained any untrue statement of a material fact
or omitted to state any material fact required to be stated therein or necessary
to make the statements therein not misleading or that the Prospectus (other than
(i) the financial statements (including the notes thereto and the auditors'
report thereon) including therein, (ii) the summary reserve report or Ryder
Scott Company Petroleum Engineers included therein and (iii) the other

<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 24

financial, reserve and statistical information included therein, as to which
such counsel has not been asked to comment), as of the issue date thereof,
contained any untrue statement of a material fact or omitted or omits to state
any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

          (d) You shall have received on the Closing Date (and the Additional
     Closing Date, if any) an opinion of Robert Thomas, general counsel of the
     Company, dated the Clsoign Date (and the Additional Closing Date, if any),
     satisfactory to you, to the effect that:

                    (i) The Company is duly registered and qualified to conduct
               business and is in good standing in each jurisdiction or place
               set forth opposite its name on Schedule II hereto.

                    (ii)  Each of the Subsidiaries is a corporation duly
          organized and validly existing in good standing under the laws of the
          jurisdiction of its organization or is duly formed and validly
          existing as a limited or general partnership, as the case may be, with
          full corporate or partnership power and authority to own, lease and
          operate its properties and to conduct its business as described in the
          Registration Statement and the Prospectus (and any amendment or
          supplement thereto); and is duly registered and qualified to conduct
          its business and is in good standing in each jurisdiction or place
          where the nature of its properties or the conduct of its business
          requires such registration or qualification, except where the failure
          to so register or qualify does not have a material adverse effect on
          the condition (financial or other), business, prospects, properties,
          net worth or results of operation of the Company and the Subsidiaries,
          taken as a whole, and all of the outstanding shares of capital stock
          of, or partnership or other equity ownership interests in, each of the
          Subsidiaries have been duly authorized by all necessary corporate
          action on the part of the Company and validly issued, and are fully
          paid and nonassessable, and are owned by the Company directly, or
          indirectly through one of the other Subsidiaries, free and clear of
          any security interest, or to the best knowledge of such counsel after
          reasonable inquiry, any other voting trust arrangements, liens,
          encumbrances, equities, claims or defects in title.

                    (iii) Neither the Company nor any Subsidiary is in violation
          of its certificate or articles of incorporation or bylaws, or other
          organizational documents, or to the best knowledge of such counsel
          after reasonable inquiry, is in default in the performance of any
          material obligation, agreement or condition contained in any bond,
          indenture, note or other evidence of indebtedness or in any other
          agreement material to the Company and the Subsidiaries, taken as a
          whole, except as has been disclosed in the Prospectus.
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 25


                    (iv)  To the best knowledge of such counsel after reasonable
          inquiry, neither the Company nor any Subsidiary is in material
          violation of any law, ordinance, administrative or governmental rule
          or regulation applicable to the Company or any Subsidiary or any of
          their respective properties, or of any decree of any court or
          governmental agency or body having jurisdiction over the Company or
          any Subsidiary or any of their respective properties, except where
          such violation does not and will not have a material adverse effect on
          the condition (financial or other), business, prospects, properties,
          net worth or results of operation of the Company and the Subsidiaries,
          taken as a whole.
 
                    (v) To the best knowledge of such counsel after reasonable
          inquiry, the Company and each Subsidiary has such permits, licenses
          franchises, approvals, consents and authorizations of governmental or
          regulatory authorities ("permits"), as are necessary to own their
          properties and to conduct their business in the manner described in
          the Prospectus, subject to such qualifications as may be set forth in
          the Prospectus, except where the failure to have obtained any such
          permit has not and will not have a material adverse effect on the
          condition (financial or otherwise), business, prospects, properties,
          net worth or results of operations of the Company and the
          Subsidiaries, taken as a whole; the Company and each Subsidiary has
          fulfilled and performed all of their material obligations with respect
          to such permits and no event has occurred which allows, or after
          notice or lapse of time would allow, revocation or termination thereof
          or result in any other material impairment of the rights of the holder
          of any such permit, subject in each case to such qualification as may
          be set forth in the Prospectus; and, except as described in the
          Prospectus, such permits contain no restrictions that are materially
          burdensome to the Company or any Subsidiary.

          (e) You shall have received on the Closing Date (and the Additional
     Closing Date, if any) an opinion of Vinson & Elkins L.L.P., counsel for the
     Underwriters, dated the Closing Date (and the Additional Closing Date, if
     any), with respect to the issuance and sale of the Firm Shares, the
     Registration Statement and other related matters as you may reasonably
     request and the Company and its counsel shall have furnished to your
     counsel such documents as they may reasonably request for the purpose of
     enabling them to pass upon such matters.

          (f) You shall have received letters addressed to you and dated the
     date hereof and the Closing Date (and the Additional Closing Date, if any)
     from Deloitte & Touche LLP, independent certified public accountants,
     substantially in the forms heretofore approved by you.
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 26


          (g) (i)  No stop order suspending the effectiveness of the
     Registration Statement shall have been issued and no proceedings for that
     purpose shall have been taken or, to the knowledge of the Company, shall be
     contemplated by the Commission at or prior to the Closing Date; (ii) there
     shall not have been any change in the capital stock of the Company nor any
     material increase in the short-term or long-term debt of the Company (other
     than in the ordinary course of business) from that set forth or
     contemplated in the Registration Statement or the Prospectus (or any
     amendment or supplement thereto), or any development involving or which may
     reasonably be expected to involve a potential future material adverse
     change (present or potential future) in the condition (financial or other),
     business, prospects, properties, net worth or results of operations of the
     Company and the Subsidiaries, taken as a whole; (iii) the Company and the
     Subsidiaries shall not have any liabilities or obligations, direct or
     contingent (whether or not in the ordinary course of business) that are
     material to the Company and the Subsidiaries, taken as a whole, other than
     those reflected in the Registration Statement or the Prospectus (or any
     amendment or supplement thereto); and (iv) the representations and
     warranties of the Company contained in this Agreement shall be true and
     correct in all material respects on and as of the date hereof and on and as
     of the Closing Date (and the Additional Closing Date, if any) as if made on
     and as of the Closing Date (and the Additional Closing Date, if any), and
     you shall have received a certificate, dated the Closing Date (and the
     Additional Closing Date, if any) and signed by the chief executive officer
     or president and the chief financial officer or treasurer of the Company
     (or such other officers as are acceptable to you) to the effect set forth
     in this Section 9(f) and in Section 9(g) hereof.

          (h) The Company shall not have failed in any material respect at or
     prior to the Closing Date (and the Additional Closing Date, if any) to have
     performed or complied with any of its agreements herein contained and
     required to be performed or complied with by it hereunder at or prior to
     the Closing Date (and the Additional Closing Date, if any).

          (i) The Company shall have furnished or caused to have been furnished
     to you such further certificates and documents as you shall have reasonably
     requested.

          (j) The provisions of the Company's Bylaws as filed as an exhibit to
     the Registration Statement shall be in full force and effect.  At or prior
     to the Closing Date, you shall have received the written commitment of each
     of the Company's directors and executive officers and certain other
     shareholders not to offer, sell, contract to sell or otherwise dispose of
     any shares of Common Stock or rights to purchase Common Stock or any
     securities convertible into or exercisable or exchangeable for, Common
     Stock, other than in accordance with this Agreement for a period of 180
     days after commencement of the public offering of the Shares by the
     Underwriters without the prior written consent of Raymond James &
     Associates, Inc.
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 27


          (k) The Company shall have received the requisite board and
     shareholder approvals to carry out the Combination Transactions and the
     Combination Transactions shall have closed or will close simultaneously
     with the closing.

     All such opinions, certificates, letters and other documents will be in
compliance with the provisions hereof only if they are reasonably satisfactory
in form and substance to you.

     The several obligations of the Underwriters to purchase Additional Shares
hereunder are subject to the satisfaction on and as of the Additional Closing
Date of the conditions set forth in this Section 9, except that, if the
Additional Closing Date is other than the Closing Date, the certificates,
opinions and letters referred to in paragraphs (c) through (i) shall be dated as
of the Additional Closing Date and the opinions called for by paragraphs (c),
(d) and (e) shall be revised to reflect the sale of Additional Shares.

     SECTION 10.  EFFECTIVE DATE OF AGREEMENT.  This Agreement shall become
effective upon the later of (a) the execution and delivery hereof by the parties
hereto, or (b) release of oral notification of the effectiveness of the
Registration Statement by the Commission.

     If any one or more of the Underwriters shall fail or refuse to purchase
Firm Shares which it or they have agreed to purchase hereunder, and the
aggregate number of Firm Shares which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase is not more than one-tenth
of the aggregate number of the Firm Shares, each non-defaulting Underwriter
shall be obligated, severally, in the proportion which the number of Firm Shares
set forth opposite its name in Schedule I hereto bears to the aggregate number
of Firm Shares set forth opposite the names of all non-defaulting Underwriters
or in such other proportion as you may specify in the Agreement Among
Underwriters, to purchase the Firm Shares which such defaulting Underwriter or
Underwriters agreed, but failed or refused, to purchase.  If any Underwriter or
Underwriters shall fail or refuse to purchase Firm Shares and the aggregate
number of Firm Shares with respect to which such default occurs is more than
one-tenth of the aggregate number of Firm Shares and arrangements satisfactory
to you and the Company for the purchase of such Firm Shares are not made within
96 hours after such default, this Agreement will terminate without liability on
the part of any non-defaulting Underwriter or the Company.  In any such case
which does not result in termination of this Agreement, either you or the
Company shall have the right to postpone the Closing Date, but in no event for
longer than seven (7) days, in order that the required changes, if any, in the
Registration Statement and the Prospectus or any other documents or arrangements
may be effected. Any action taken under this paragraph shall not relieve any
defaulting Underwriter from liability in respect of any such default of any such
Underwriter under this Agreement.

     SECTION 11.  TERMINATION OF AGREEMENT.  This Agreement shall be subject to
termination in your absolute discretion, without liability on the part of any
Underwriter to the Company by notice to the Company, if prior to the Closing
Date or the Additional Closing Date (if different from the Closing Date and then
only as to the Additional Shares), as the case may be, (i) trading in securities
generally on the New York Stock Exchange, American Stock Exchange or the Nasdaq
Stock Market
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 28


shall have been suspended or materially limited, (ii) trading of any securities
of the Company, including the Shares, on the Nasdaq Stock Market shall have been
suspended or materially limited, whether as the result of a stop order by the
Commission or otherwise, (iii) a general moratorium on commercial banking
activities in New York, Texas, or Florida shall have been declared by either
federal or state authorities, (iv) there shall have occurred any outbreak or
escalation of hostilities or other international or domestic calamity, crisis or
change in political, financial or economic conditions or other material event
the effect of which on the financial markets of the United States is such as to
make it, in your judgment, impracticable or inadvisable to market the Shares or
to enforce contracts for the sale of the Shares, or (v) the Company or any
Subsidiary shall have, in the sole judgment of the Representatives, sustained
any material loss or interference with their respective businesses or properties
from fire, flood, hurricane, accident, or other calamity, whether or not covered
by insurance, or from any labor disputes or any legal or governmental
proceeding, or there shall have been any material adverse change (including,
without limitation, a material change in management or control of the Company)
in the condition (financial or otherwise), business, prospects, properties, net
worth or results of operations of the Company and the Subsidiaries, taken as a
whole, except in each case as described in, or contemplated by, the Prospectus
(excluding any amendment or supplement thereto). Notice of such cancellation
shall be promptly given to the Company and its counsel by facsimile or telephone
and shall be subsequently confirmed by letter.

     SECTION 12.  INFORMATION FURNISHED BY THE UNDERWRITERS.  The Company
acknowledges that the paragraph of text immediately following footnote (3) on
the front cover page of the Prospectus, the stabilizing legend appearing as the
first paragraph of text on page 2 of the Prospectus, the information set forth
in the table on page ____ of the Prospectus under the caption Underwriting and
the information set forth in the _____ paragraph on page ___ of the Prospectus
under the caption Underwriting, constitute all the information furnished by or
on behalf of the Underwriters through you or on your behalf as such information
is referred to in Sections 6(a), 6(b) and 8 hereof.

     SECTION 13.  MISCELLANEOUS.  Except as otherwise provided in Sections 5, 10
and 11 hereof, notice given pursuant to any of the provisions of this Agreement
shall be in writing and shall be delivered

          (i)  to the Company:

               Edge Petroleum Corporation
               1111 Bagby, Suite 2100
               Houston, Texas  77002
               Attention: John Calaway, President
               Facsimile: (713) 654-7722
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 29


               with copy to:

               Baker & Botts, L.L.P.
               3000 One Shell Plaza
               Houston, Texas  77002-4995
               Attention:  Gene J. Oshman
               Facsimile:  (713) 229-1522

          (ii) to the Underwriters:

               Raymond James & Associates, Inc.
               2001 Ross Avenue, Suite 1100
               Dallas, Texas  75201
               Attention:  James A. McDaniel, Senior Vice President
               Facsimile:  (214) 720-1315

               and to:

               Jefferies & Company, Inc.
               909 Fannin Street, Suite 3100
               Houston, Texas  77010
               Attention:  David E.K. Frischkorn, Jr.
               Facsimile:  (713) 650-8730

               and to:

               Principal Financial Securities, Inc.
               909 Fannin, Suite 1900
               Houston, Texas  77010-1006
               Attention:  John Bishop
               Facsimile:  (713) 651-7444

               with copy to:

               Vinson & Elkins L.L.P.
               1001 Fannin, Suite 2300
               Houston, Texas  77002
               Attention:  T. Mark Kelly
               Facsimile:  (713) 758-2346

     This Agreement has been and is solely for the benefit of the several
Underwriters, the Company, its directors and officers, and the other controlling
persons referred to in Section 8 hereof, and their respective successors and
assigns, to the extent provided herein, and no other person shall
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 30


acquire or have any right under or by virtue of this Agreement. Neither of the
terms "successor" and "successors and assigns" as used in this Agreement shall
include a purchaser from you of any of the Shares in his status as such
purchaser.

     SECTION 14.  APPLICABLE LAW; COUNTERPARTS.  This Agreement shall be
governed by and construed in accordance with the laws of the State of New York,
without reference to choice of law principles thereunder.  This Agreement may be
signed in various counterparts which together shall constitute one and the same
instrument.  This Agreement shall be effective when, but only when, at least one
counterpart hereof shall have been executed on behalf of each party hereto.
<PAGE>
 
RAYMOND JAMES & ASSOCIATES, INC.                                        Page 31


     If the foregoing correctly sets forth our understanding, please indicate
your acceptance thereof in the space provided below for that purpose, whereupon
this letter and your acceptance shall constitute a binding agreement between us.

                         Very truly yours,

                         EDGE PETROLEUM CORPORATION

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


CONFIRMED as of the date first above
mentioned, on behalf of itself and the other
several Underwriters named in Schedule I
hereto.

RAYMOND JAMES & ASSOCIATES, INC.
JEFFERIES & COMPANY, INC.
PRINCIPAL FINANCIAL SECURITIES, INC.

By: RAYMOND JAMES & ASSOCIATES, INC.

By:
   ---------------------------------     
     Authorized Representative
<PAGE>
 
                                   SCHEDULE I

                                                                    NUMBER
                                                                   OF FIRM
NAME                                                                SHARES
----                                                              ---------

Raymond James & Associates, Inc.
Jefferies & Company, Inc.
Principal Financial Securities, Inc.


                                                                 ---------     
TOTAL .........................................................  2,000,000
                                                                 =========