EXHIBIT 10.18


     SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this "Agreement") is made as of May 1, 1998 by 
the undersigned ("Debtor"), in favor of Energy Capital Investment Company PLC, 
an English investment company, EnCap Equity 1994 Limited Partnership, a Texas 
limited partnership, and Gecko Booty 1994 I Limited Partnership, a Texas 
Limited Partnership (collectively, "Secured Party").

     RECITALS:

1. Future Petroleum Corporation, a Utah corporation ("Buyer") has executed 
those certain Renewal Promissory Notes of even date herewith, payable to 
the order of Secured Party in the aggregate principal amount of 
$7,260,000 (such promissory notes, as from time to time amended, and all 
promissory notes given in substitution, renewal or extension therefor or 
thereof, in whole or in part, collectively, the "Notes").

2. The Notes were executed pursuant to (i) a Purchase and Sale Agreement 
dated November 25, 1997 (as amended, supplemented, or restated, the 
"November 1997 Purchase Agreement"), by and between Buyer and Secured 
Party, and (ii) a Purchase and Sale Agreement datedMay 1, 1998 (as 
amended, supplemented or restated, the "May 1998 Purchase Agreement"), 
by and between Buyer, Energy Capital Investment Company PLC, EnCap 
Equity 1994 Limited Partnership and NCI Enterprises, Inc.  The November 
1997 Agreement and the May 1998 Agreement are herein sometimes 
collectively called the "Purchase Agreement".

3. Pursuant to the Purchase Agreement, Debtor is concurrently giving or has 
given to Secured Party a Guaranty (as from time to time amended, 
supplemented or restated, the "Guaranty") of all of the indebtedness of 
Buyer under the Purchase Agreement and the Notes.

4. It is a condition precedent to Secured Party's obligation to extend 
credit to Buyer pursuant to the Purchase Agreement that Debtor shall 
execute and deliver to Secured Party a satisfactory security agreement 
granting liens on and security interests in all of its assets to secure 
Debtor's obligations under the Purchase Agreement, the Notes and the 
Guaranty.

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

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

7. The board of directors of the general partner of Debtor has determined 
that Debtor's execution, delivery and performance of this Agreement may 
reasonably be expected to benefit Debtor, directly or indirectly, and is 
in the best interests of Debtor.


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

     ARTICLE I - Definitions and References

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

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

"Documents" means all "documents" (as defined in the UCC) or other 
receipts covering, evidencing or representing Inventory, Equipment, or other 
goods.

"Equipment" means all equipment (as defined in the UCC) in whatever 
form, wherever located, and whether now or hereafter existing, and all parts 
thereof, all accessions thereto, and all replacements therefor.

"General Intangibles" means all general intangibles (as defined in the 
UCC) of any kind (including choses in action, tax refunds, insurance proceeds, 
and contract rights), and all instruments, security agreements, leases, 
contracts, and other rights (except those constituting Receivables, Documents, 
or Instruments) to receive payments of money or the ownership or possession of 
property.

"Instruments" means all "instruments", "chattel paper" or "letters of 
credit" (as each is defined in" the UCC).

"Inventory" means all inventory (as defined in the UCC) in all of its 
forms, wherever located and whether now or hereafter existing, including (a) 
all movable property and other goods held for sale or lease, all movable 
property and other goods furnished or to be furnished under contracts of 
service, all raw materials and work in process, and all materials and supplies 
used or consumed in a business, (b) all movable property and other goods which 
are part of a product or mass, (c) all movable property and other goods which 
are returned to or repossessed by the seller, lessor, or supplier thereof, (d) 
all goods and substances in which any of the foregoing is commingled or to 
which any of the foregoing is added, and (e) all accessions to, products of, 
and documents for any of the foregoing.

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

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


"Proceeds" means, with respect to any property of any kind, all proceeds 
of, and all other profits, products, rentals or receipts, in whatever form, 
arising from any sale, exchange, collection, lease, licensing or other 
disposition of, distribution in respect of, or other realization upon, such 
property, including all claims against third parties for loss of, damage to or 
destruction of, or for proceeds payable under (or unearned premiums with 
respect to) insurance in respect of, such property (regardless of whether 
Secured Party is named a loss payee thereunder), and any payments paid or 
owing by any third party under any indemnity, warranty, or guaranty with 
respect to such property, and any condemnation or requisition payments with 
respect to such property, in each case whether now existing or hereafter 
arising.

"Receivables" means (a) all accounts (as defined in the UCC) and all 
other rights to payment for goods or other personal property which have been 
(or are to be) sold, leased, or exchanged or for services which have been (or 
are to be) rendered, regardless of whether such accounts or other rights to 
payment have been earned by performance and regardless of whether such 
accounts or other rights to payment are evidenced by or characterized as 
accounts receivable, contract rights, book debts, notes, drafts or other 
obligations of indebtedness, (b) all Documents and Instruments of any kind 
relating to such accounts or other rights to payment or otherwise arising out 
of or in connection with the sale, lease or exchange of goods or other 
personal property or the rendering of services, (c) all rights in, to, or 
under all security agreements, leases and other contracts securing or 
otherwise relating to any such accounts, rights to payment, Documents, or 
Instruments, (d) all rights in, to and under any purchase orders, service 
contracts, or other contracts out of which such accounts and other rights to 
payment arose (or will arise on performance), and (e) all rights in or 
pertaining to any goods arising out of or in connection with any such purchase 
orders, service contracts, or other contracts, including rights in returned or 
repossessed goods and rights of replevin, repossession, and reclamation.

"Secured Obligations" has the meaning given such term in Section 2.2.

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

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

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

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


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

     ARTICLE II - Security Interest

Section 2.1.  Grant of Security Interest.  As collateral security for 
all of the Secured Obligations, Debtor hereby pledges and assigns to Secured 
Party, and grants to Secured Party a continuing security interest, in and to 
all right, title and interest of Debtor in and to any and all of the following 
property, whether now owned or existing or hereafter acquired or arising and 
regardless of where located:

(a)  all Receivables.

(b)  all General Intangibles.

(c)  all Documents.

(d)  all Instruments.

(e)  all Inventory.

(f)  all Equipment.

(g)  All books and records (including customer lists, marketing 
information, credit files, price lists, operating records, vendor and supplier 
price lists, sales literature, computer software, computer hardware, computer 
disks and tapes and other storage media, printouts and other materials and 
records) of Debtor pertaining to any of the Collateral.

(h)  All moneys and property of any kind of Debtor in the possession or 
under the control of Secured Party.

(i)  All Proceeds of any and all of the foregoing Collateral.

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


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

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

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

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

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

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

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

     ARTICLE III - Representations, Warranties and Covenants

Section 3.1.  Representations and Warranties.  Debtor hereby represents 
and warrants to Secured Party as follows:

(a)  Ownership Free of Liens.  Debtor has good and marketable title to 
the Collateral, free and clear of all Liens, encumbrances or adverse claims 
except for the security interest created by this Agreement and the security 
interests and other encumbrances expressly permitted by the Purchase 
Agreement.  No dispute, right of setoff, counterclaim or defense exists with 
respect to all or any part of the Collateral.  No effective financing 
statement or other registration or instrument similar in effect covering all 
or any part of the Collateral is on file in any recording office except any 
which have been filed in favor of or assigned to Secured Party.  None of the 
Collateral is in the possession of any Person other than Debtor or Secured 
Party, except for Collateral being transported in the ordinary course of 
business.


(b)  No Conflicts or Consents.  Neither the ownership or the intended 
use of the Collateral by Debtor, nor the grant of the security interest by 
Debtor to Secured Party herein, nor the exercise by Secured Party of its 
rights or remedies hereunder, will (i) conflict with any provision of (a) any 
Law, (b) the organizational documents of Debtor, or (c) any agreement, 
judgment, license, order or permit applicable to or binding upon Debtor, or 
(ii) result in or require the creation of any Lien, charge or encumbrance upon 
any assets or properties of Debtor or any Restricted Person except as 
expressly contemplated in the Obligation Documents.  Except as expressly 
contemplated in the Obligation Documents, no consent, approval, authorization 
or order of, and no notice to or filing with any Tribunal or third party is 
required in connection with the grant by Debtor of the security interest 
herein, or the exercise by Secured Party of its rights and remedies hereunder.

(c)  Security Interest.  Debtor has and will have at all times full 
right, power and authority to grant a security interest in the Collateral to 
Secured Party as provided herein, free and clear of any Lien, adverse claim, 
or encumbrance, except for the security interests and other encumbrances 
expressly permitted by the Purchase Agreement.  This Agreement creates a valid 
and binding first priority security interest in favor of Secured Party in the 
Collateral, which security interest secures all of the Secured Obligations.

(d)  Perfection.  The taking possession by Secured Party of all 
Instruments and money constituting Collateral from time to time will perfect, 
and establish the first priority of, Secured Party's security interest 
hereunder in such Collateral.  The filing of the financing statements 
delivered concurrently herewith by Debtor to Secured Party will perfect, and 
establish the first priority (subject only to the security interests and other 
encumbrances expressly permitted by the Purchase Agreement) of, Secured 
Party's security interest hereunder in all other Collateral.  No further or 
subsequent filing, recording, registration, other public notice or other 
action is necessary or desirable to perfect or otherwise continue, preserve or 
protect such security interest except for continuation statements or filings 
described in Section 3.2(b).

(e)  Receivables.  Each Receivable represents the valid and legally 
binding indebtedness of a bona fide account debtor arising from the sale or 
lease by Debtor of goods or the rendition by Debtor of services and is not 
subject to contra-accounts, setoffs, defenses or counterclaims by or available 
to account debtors obligated on the Receivables except as disclosed to Secured 
Party.  Subject to adjustments made (or to be made) in the ordinary course of 
business, Goods which have been delivered to, and services which have been 
rendered by Debtor to the account debtor on each such Receivable have been 
accepted by such account debtor, and the amount shown as to each Receivable on 
Debtor's books is the true and undisputed amount owing and unpaid thereon, 
subject only to discounts, allowances, rebates, Purchases and adjustments to 
which such account debtor has a right.

(f)  General Intangibles.  Each General Intangible included within the 
Collateral which is material to Debtor's business constituting a right to 
collect amounts due or to become due thereunder represents the valid and 
legally binding obligation of each other Person who is a party thereto or who 
is otherwise stated to be obligated thereunder, subject to no contra-accounts, 
setoffs, defenses, counterclaims, discounts, allowances, rebates, credits or 
adjustments by or available to account debtors obligated thereon, except for 
those which do not materially impair the value to Debtor or the enforcement by 
Debtor of such General Intangibles.

(g)  Documents and Instruments.  All Documents and Instruments included 
within the Collateral are valid and genuine.  Any such Document or Instrument 
has only one original counterpart which constitutes collateral within the 
meaning of the UCC or the Law of any applicable jurisdiction, and, if 
requested by Secured Party, all such original counterparts (other than checks 
delivered in payment of Receivables in the ordinary course of business) have 
been delivered into the possession of Secured Party.


(h)  Goods.  None of the Collateral which constitutes goods (i) is 
covered by any Document (other than Documents which are subject hereto and 
have been delivered to Secured Party), (ii) is subject to any landlord's lien 
or similar Lien (other than the security interests and other encumbrances 
expressly permitted by the Purchase Agreement), (iii) has been related to, 
attached to, or used in connection with any real property so as to constitute 
a fixture upon such real property (except for real property which is subject 
to a Lien in favor of Secured Party), (iv) is now kept or is intended to be 
kept at any location other than as disclosed to Secured Party in writing 
(except for goods in transit in the ordinary course of Debtor's business), (v) 
is installed in or affixed to other goods so as to be an accession to such 
other goods (unless such other goods are included in the Collateral), or (vi) 
has been produced in violation of the Fair Labor Standards Act, as amended.  
All such goods are insured to the extent required under the Purchase 
Agreement.

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

(a)  Change of Name, Location, or Structure; Additional Filings.  Debtor 
recognizes that financing statements pertaining to the Collateral have been or 
may be filed where Debtor maintains any Collateral, has its records concerning 
any Collateral or has its chief executive office or chief place of business.  
Without limitation of any other covenant herein, Debtor will not cause or 
permit any change to be made in its name, identity or organizational 
structure, or any change to be made to a jurisdiction other than as 
represented in Section 3.1 hereof in (i) the location of any Collateral 
(except with respect to Equipment which may be relocated within the original 
filing jurisdiction applicable thereto), (ii) the location of any records 
concerning any Collateral or (iii) in the location of its chief executive 
office or principal place of business, unless Debtor shall have first (1) 
notified Secured Party of such change at least thirty (30) days prior to the 
effective date of such change, (2) taken all action requested by Secured Party 
(under the following subsection (b) or otherwise) for the purpose of further 
confirming and protecting Secured Party's security interests and rights under 
this Agreement and the perfection and priority thereof, and (3) if requested 
by Secured Party, provide to Secured Party a legal opinion to its satisfaction 
confirming that such change will not adversely affect in any way Secured 
Party's security interests and rights under this Agreement or the perfection 
or priority thereof.  In any notice furnished pursuant to this subsection, 
Debtor will expressly state that the notice is required by this Agreement and 
contains facts that may require additional filings of financing statements or 
other notices for the purposes of continuing perfection of Secured Party's 
security interest in the Collateral.


(b)  Further Assurances.  Debtor will, at its expense as from time to 
time reasonably requested by Secured Party, promptly execute and deliver all 
further instruments, agreements, filings and registrations, and take all 
further action that may be necessary or that Secured Party may in good faith 
request in order:  (i) to confirm and validate this Agreement and Secured 
Party's rights and remedies hereunder, (ii) to correct any errors or omissions 
in the descriptions herein of the Secured Obligations or the Collateral or in 
any other provisions hereof, (iii) to perfect, register and protect the 
security interests and rights created or purported to be created hereby and 
the first priority of such security interests and rights, (iv) to enable 
Secured Party to exercise and enforce its rights and remedies hereunder in 
respect of the Collateral, or (v) to otherwise give Secured Party the full 
benefits of the rights and remedies described in or granted under this 
Agreement.  As part of the foregoing Debtor will, whenever reasonably 
requested by Secured Party (1) execute and file any financing statements, 
continuation statements, and other filings or registrations relating to 
Secured Party's security interests and rights hereunder, and any amendments 
thereto, (2) mark its books and records relating to any Collateral to reflect 
that such Collateral is subject to this Agreement and the security interests 
hereunder and (3) deliver to Secured Party (upon request, to the extent not 
otherwise required hereunder to be delivered without request) all originals of 
chattel paper, Documents or Instruments which are from time to time included 
in the Collateral.  Upon the occurrence and during the continuation of a 
Default, to the extent requested by Secured Party from time to time, Debtor 
will obtain from any material account debtor or other obligor on the 
Collateral the acknowledgment of such account debtor or obligor that such 
Collateral is subject to this Agreement.

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

(d)  Ownership, Liens, Possession and Transfers.  Debtor will maintain 
good and marketable title to all Collateral, free and clear of all Liens, 
encumbrances or adverse claims except for the security interest created by 
this Agreement and Liens permitted under the Purchase Agreement, and Debtor 
will not grant or allow any such Liens, encumbrances or adverse claims to 
exist.  Debtor will not grant or allow to remain in effect, and Debtor will 
cause to be terminated, any financing statement or other registration or 
instrument similar in effect covering all or any part of the Collateral, 
except any which have been filed in favor of (or assigned to) Secured Party.  
Debtor will defend Secured Party's right, title and special property and 
security interest in and to the Collateral against the claims of any Person.  
Debtor (i) will insure that all of the Collateral -- whether goods, Documents, 
Instruments, or otherwise -- is and remains in the possession of Debtor or 
Secured Party (or a bailee selected by Secured Party who is holding such 
Collateral for the benefit of Secured Party), except for goods being 
transported in the ordinary course of business, and (ii) will not sell, assign 
(by operation of Law or otherwise), transfer, exchange, lease or otherwise 
dispose of any of the Collateral except in the ordinary course of business.  

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

(f)  Insurance.


(i)  Debtor will, at its own expense, maintain insurance with 
respect to all Collateral which constitutes goods in such amounts, 
against such risks, in such form and with such insurers, as shall be 
required under the Purchase Agreement.  Each policy for liability 
insurance shall provide for all losses to be paid on behalf of Secured 
Party and the Debtor that owns the Collateral as their respective 
interests may appear, and each policy for property damage insurance 
shall provide for all losses to be paid directly to Secured Party.  Each 
such policy shall in addition (A) name the Debtor who owns the 
Collateral and Secured Party as insured parties thereunder (without any 
representation or warranty by or obligation upon Secured Party) as their 
interests may appear, (B) contain the agreement by the insurer that any 
loss thereunder shall be payable to Secured Party notwithstanding any 
action, inaction or breach of representation or warranty by Debtor, (C) 
do not provide any recourse against Secured Party for payment of 
premiums or other amounts with respect thereto and (D) provide that at 
least thirty (30) days' prior written notice of cancellation or of lapse 
shall be given to Secured Party by the insurer.  Debtor will, if so 
requested by Secured Party, deliver to Secured Party original or 
duplicate policies of such insurance and, as often as Secured Party may 
reasonably request, a report of a reputable insurance broker with 
respect to such insurance.  Debtor will also, at the request of Secured 
Party, duly execute and deliver instruments of assignment of such 
insurance policies and cause the respective insurers to acknowledge 
notice of such assignment.

(ii)  Reimbursement under any liability insurance maintained by 
Debtor pursuant to this Section 3.2(f) may be paid directly to the 
Person who has incurred the loss or damage covered by such insurance.  
With respect to any loss involving damage to Collateral which 
constitutes goods as to which subsection (iii) of this Section 3.2(f) is 
not applicable, Debtor will make or cause to be made the necessary 
repairs to or replacements of such Collateral owned by it, and any 
proceeds of insurance maintained by Debtor pursuant to this Section 
3.2(f) shall be paid to Debtor by Secured Party as reimbursement for the 
costs of such repairs or replacements as such repairs or replacements 
are made or acquired.

(iii)  Upon the occurrence and during the continuance of an Event 
of Default or upon the occurrence of a loss in excess of $50,000 per 
occurrence of any Collateral which constitutes goods, all insurance 
payments in respect of such Collateral shall be paid to Secured Party 
and applied as specified in Section 4.3 hereof.

Section 3.3.  Covenants for Specified Types of Collateral.  Unless 
Secured Party shall otherwise consent in writing, Debtor will at all times 
comply with the covenants contained in this Section 3.3 from the date hereof 
and so long as any part of the Secured Obligations is outstanding.

(a)     Receivables.  Debtor will, except as otherwise provided in 
Sections 4.1(e) or 4.2(a), collect at its own expense all amounts due or to 
become due under each Receivable which is included within the Collateral.  In 
connection with such collections, Debtor may (and, upon the occurrence and 
during the continuance of a Default, at Secured Party's direction, will) take 
such action (not otherwise forbidden hereunder) as Debtor (or, upon the 
occurrence and during the continuance of a Default, Secured Party) may deem 
necessary or advisable to enforce collection or performance of each such 
Receivable.  Except for actions and omissions in the ordinary course of 
business which do not in the aggregate cause losses or reductions in excess of 
five percent (5%) of the aggregate face amount of all such Receivables 
outstanding at any time, Debtor (i) will duly perform and cause to be 
performed all of its obligations with respect to the goods or services, the 
sale or lease or rendering of which gave rise or will give rise to each such 
Receivable, and (ii) will not (whether through failure to duly perform its 
obligations under any contracts, instruments, and agreements which are related 
to any such Receivable, or by any written instrument, or otherwise) take or 
allow any action or omission which causes any such Receivable to become 
subject to any contra-accounts, setoffs, defenses, counterclaims, discounts, 
allowances, rebates, credits or adjustments by or available to account debtors 
obligated on such Receivable.


(b)     General Intangibles.  Debtor will, except as otherwise provided 
in Sections 4.1(e) or 4.2(a), collect at its own expense all amounts due or to 
become due under each General Intangible included within the Collateral.  In 
connection with such collections, Debtor may (and, upon the occurrence and 
during the continuance of a Default, at Secured Party's direction, will) take 
such action (not otherwise forbidden hereunder) as Debtor (or, upon the 
occurrence and during the continuance of a Default, Secured Party) may deem 
necessary or advisable to enforce collection or performance of each such 
General Intangible.  Debtor will duly perform and cause to be performed all of 
its obligations under any contracts, instruments, and agreements which are, or 
which are related to, any General Intangibles of Debtor.  Debtor will not 
(whether through failure to duly perform its obligations under any contracts, 
instruments, and agreements which are related to any such General Intangibles, 
or by any written instrument, or otherwise) take or allow any action or 
omission which causes any such General Intangibles to become subject to any 
contra-accounts, setoffs, defenses, counterclaims, discounts, allowances, 
rebates, credits or adjustments by or available to account debtors obligated 
on such General Intangibles, except for those which (i) in the case of such 
General Intangibles under which money is owing to Debtor, do not in the 
aggregate exceed five percent (5%) of the aggregate face amount of all such 
General Intangibles owing to Debtor, and (ii) in the case of other General 
Intangibles included within the Collateral, do not materially impair the value 
or enforcement of such General Intangibles.

(c)  Documents and Instruments.  Debtor will at all times cause any 
Documents or Instruments which are included within the Collateral to be valid 
and genuine.  Debtor will cause all Instruments included within the Collateral 
to have only one original counterpart.  If requested by Secured Party, Debtor 
will promptly deliver to Secured Party all originals of Documents or 
Instruments which are included within the Collateral.  Debtor will not 
(whether through failure to duly perform its obligations under any contracts, 
instruments, and agreements which are related to any Documents or Instruments 
which are included within the Collateral, or by any written instrument, or 
otherwise) take or allow any action or omission which causes any Documents or 
Instruments which are included within the Collateral to become subject to any 
contra-accounts, setoffs, defenses, counterclaims, discounts, allowances, 
rebates, credits or adjustments by or available to the Persons obligated 
thereon.  Upon request by Secured Party, Debtor will mark each chattel paper 
which is included within the Collateral with a legend indicating that such 
chattel paper is subject to the security interest granted by this Agreement.

(d)  Inventory.  Debtor will maintain, preserve, protect and store all 
Inventory included within the Collateral in good condition, repair and working 
order and in a manner which will not make void or cancelable any insurance 
with respect to such Collateral.  Debtor will promptly furnish to Secured 
Party a statement respecting any loss or damage to any such Inventory with an 
aggregate value in excess of $50,000.  Except for transportation of Inventory 
in the ordinary course of business, Debtor will not allow any such Inventory 
to be located in any jurisdiction other than those in which is filed an 
effective financing statement which perfects Secured Party's security interest 
hereunder in such Inventory.  Except for Documents delivered into the 
possession of Secured Party, Debtor will not allow any Inventory included 
within the Collateral to be covered by any Document.  Except for 
transportation and storage of Inventory in the ordinary course of business, 
Debtor will not cause or permit the removal of any item of Inventory from 
Debtor's possession, control and risk of loss, and Debtor will not sell, 
assign (by operation of Law or otherwise), transfer, exchange, lease or 
otherwise dispose of any Inventory, other than in connection with the 
following:

(i)  Sales or leases, other than during the continuance of an 
Event of Default, of Inventory in the ordinary course of business, and

(ii)  Possession of Inventory by Secured Party or by a bailee 
selected by Secured Party who is holding such Inventory for the benefit 
of Secured Party.


(e)  Equipment.  Debtor will maintain, preserve, protect and keep all 
Equipment included within the Collateral in good condition, repair and working 
order, ordinary wear and tear excepted, and will cause such Equipment to be 
used and operated in a good and workmanlike manner, in accordance with 
applicable Law and in a manner which will not make void or cancelable any 
insurance with respect to such Equipment.  Debtor will promptly make or cause 
to be made all repairs, replacements and other improvements to or in 
connection with such Equipment which are necessary or desirable or that 
Secured Party may request to such end.  Debtor will promptly furnish to 
Secured Party a statement respecting any loss or damage to any of such 
Equipment with an aggregate value in excess of $50,000.  Except for 
transportation of Equipment in the ordinary course of business, Debtor will 
not allow any Equipment included within the Collateral to be located in any 
jurisdiction other than those in which is filed an effective financing 
statement which perfects Secured Party's security interest hereunder in such 
Equipment.  Debtor will not cause or permit the removal of any item of 
Equipment from Debtor's possession, control and risk of loss, and Debtor will 
not sell, assign (by operation of Law or otherwise), transfer, exchange, lease 
or otherwise dispose of any Equipment, other than in connection with the 
following:

(i)  Sale or other disposal, other than during the continuance of 
an Event of Default, of any item of Equipment which is worn out or 
obsolete or which has been replaced by an item of equal suitability and 
value, owned by Debtor and made subject to the security interest under 
this Agreement, but which is otherwise free and clear of any Liens, 
encumbrances or adverse claims, and

(ii)  Possession of Equipment by Secured Party or by a bailee 
selected by Secured Party who is holding such Equipment for the benefit 
of Secured Party.

Debtor will not permit any of the Collateral which constitutes Equipment to at 
any time become so related to attached to, or used in connection with any 
particular real property so as to become a fixture upon such real property, or 
to be installed in or affixed to other goods so as to become an accession to 
such other goods unless such other goods are also included in the Collateral.

(f)  Certificates of Title.  To the extent that there is at any time any 
Collateral in which a security interest may be perfected by a notation on the 
certificate of title or similar evidence of ownership of such Collateral, 
Debtor will:

(i)  concurrently with the execution hereof, with respect to any 
items of such Collateral with a book value in excess of $50,000 in which 
Debtor presently has any interest,

(ii)  promptly after the acquisition thereof, with respect to any 
items of such Collateral with a book value in excess of $50,000 in which 
Debtor hereafter acquires any interest, and

(iii)  promptly upon request by Secured Party, with respect to any 
other items of such Collateral, 

deliver to Secured Party all such certificates of title and similar evidences 
of ownership, all applications therefor, and all other documents needed or 
helpful in registering Secured Party's security interest in such Collateral on 
such certificates of title, other evidences of ownership, and applications and 
in otherwise perfecting Secured Party's security interest in such Collateral.

     ARTICLE IV. - Remedies, Powers and Authorizations

Section 4.1.  Normal Provisions Concerning the Collateral.


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

(b)  Power of Attorney.  Debtor hereby irrevocably appoints Secured 
Party as Debtor's attorney-in-fact and proxy, with full authority in the place 
and stead of Debtor and in the name of Debtor or otherwise, from time to time 
in Secured Party's discretion, upon the occurrence and during the continuance 
of a Default, to take any action, and to execute or indorse any instrument, 
certificate or notice, which Secured Party may deem necessary or advisable to 
accomplish the purposes of this Agreement including any action or instrument: 
(i) to obtain and adjust any insurance required to be paid to Secured Party 
pursuant hereto; (ii) to ask, demand, collect, sue for, recover, compound, 
receive and give acquittance and receipts for moneys due and to become due 
under or in respect of any of the Collateral; (iii) to receive, indorse and 
collect any drafts or other Instruments or Documents; (iv) to enforce any 
obligations included among the Collateral; and (v) to file any claims or take 
any action or institute any proceedings which Secured Party may deem necessary 
or desirable for the collection of any of the Collateral or otherwise to 
enforce, perfect, or establish the priority of the rights of Debtor or Secured 
Party with respect to any of the Collateral.  Debtor hereby acknowledges that 
such power of attorney and proxy are coupled with an interest, are 
irrevocable, and are to be used by Secured Party.

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

(d)  Bailees.  If at any time Debtor surrenders possession or control of 
any Collateral to any warehouseman, bailee or any of Debtor's agents or 
processors, Debtor shall, upon the request of Secured Party, notify such 
warehouseman, bailee, agent or processor of Secured Party's rights hereunder 
and instruct such Person to hold all such Collateral for Secured Party's 
account subject to Secured Party's instructions.  (No such request by Secured 
Party shall be deemed a waiver of any provision hereof which was otherwise 
violated by such Collateral being held by such Person prior to such 
instructions by Debtor.)

(e)  Collection Rights.  Secured Party shall have the right at any time, 
upon the occurrence and during the continuance of a Default or an Event of 
Default, to notify (or to require Debtor to notify) any and all obligors under 
any Receivables, General Intangibles, Instruments or other rights to payment 
included among the Collateral of the assignment thereof to Secured Party under 
this Agreement and to direct such obligors to make payment of all amounts due 
or to become due to Debtor thereunder directly to Secured Party and, upon such 
notification and at the expense of Debtor and to the extent permitted by Law, 
to enforce collection of any such Receivables, General Intangibles, 
Instruments or other rights to payment and to adjust, settle or compromise the 
amount or payment thereof, in the same manner and to the same extent as Debtor 
could have done.  After Debtor receives notice that Secured Party has given 
(and after Secured Party has required Debtor to give) any notice referred to 
above in this subsection: 


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

(ii) Debtor will not adjust, settle or compromise the amount or 
payment of any such Receivable, General Intangible, Instrument or other 
right to payment or release wholly or partly any account debtor or 
obligor thereof or allow any credit or discount thereon.

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

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

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

(c)  prior to the disposition of any Collateral, (i) to the extent 
permitted by applicable Law, enter, with or without process of Law and without 
breach of the peace, any premises where any of the Collateral is or may be 
located, and without charge or liability to Secured Party seize and remove 
such Collateral from such premises, (ii) have access to and use the Company's 
books, records, and information relating to the Collateral, and (iii) store or 
transfer any of the Collateral without charge in or by means of any storage or 
transportation facility owned or leased by Debtor, process, repair or 
recondition any of the Collateral or otherwise prepare it for disposition in 
any manner and to the extent Secured Party deems appropriate and, in 
connection with such preparation and disposition, use without charge any 
copyright, trademark, trade name, patent or technical process used by Debtor;

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

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

(f)  buy (or allow one or more Secured Party to buy) the Collateral, or 
any part thereof, at any public sale;

(g)  buy (or allow one or more Secured Party to buy) the Collateral, or 
any part thereof, at any private sale if the Collateral is of a type 
customarily sold in a recognized market or is of a type which is the subject 
of widely distributed standard price quotations; and

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

Debtor agrees that, to the extent notice of sale shall be required by Law, at 
least five (5) days' notice to Debtor of the time and place of any public sale 
or the time after which any private sale is to be made shall constitute 
reasonable notification.  Secured Party shall not be obligated to make any 
sale of Collateral regardless of notice of sale having been given.  Secured 
Party may adjourn any public or private sale from time to time by announcement 
at the time and place fixed therefor, and such sale may, without further 
notice, be made at the time and place to which it was so adjourned.

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

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

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

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

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

(e)  By holding the same as Collateral;

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

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

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

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

(a)  Debtor will indemnify Secured Party from and against any and all 
claims, losses and liabilities growing out of or resulting from this Agreement 
(including enforcement of this Agreement),

WHETHER OR NOT SUCH CLAIMS, LOSSES AND LIABILITIES ARE IN ANY WAY OR TO ANY 
EXTENT OWED, IN 
WHOLE OR PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED BY 
OR ARISING OUT OF 
SUCH INDEMNIFIED PARTY'S OWN NEGLIGENCE,

except to the extent such claims, losses or liabilities are proximately caused 
by such indemnified party's gross negligence or willful misconduct. 

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

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

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


Section 4.8.  Limitation on Duty of Secured Party in Respect of 
Collateral.  Beyond the exercise of reasonable care in the custody thereof, 
Secured Party shall have no duty as to any Collateral in its possession or 
control or in the possession or control of any agent or bailee or as to the 
preservation of rights against prior parties or any other rights pertaining 
thereto.  Secured Party shall be deemed to have exercised reasonable care in 
the custody of the Collateral in its possession if the Collateral is accorded 
treatment substantially equal to that which it accords its own property, and 
shall not be liable or responsible for any loss or damage to any of the 
Collateral, or for any diminution in the value thereof, by reason of the act 
or omission of any warehouseman, carrier, forwarding agency, consignee or 
other agent or bailee selected by Secured Party in good faith.

Section 4.9.  Appointment of Collateral Agents.  At any time or times, 
in order to comply with any legal requirement in any jurisdiction, Secured 
Party may appoint any bank or trust company or one or more other Persons, 
either to act as co-agent or co-agents, jointly with Secured Party, or to act 
as separate agent or agents on behalf of Secured Parties, with such power and 
authority as may be necessary for the effectual operation of the provisions 
hereof and may be specified in the instrument of appointment.  In so doing 
Secured Party may, in the name and on behalf of Debtor, give to such co-agent 
or separate agent indemnities and other protections similar to those provided 
in Section 4.5.

     ARTICLE V. - Miscellaneous

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

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

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

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

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

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

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

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

Section 5.9.  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS MADE 
AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, EXCEPT AS REQUIRED BY MANDATORY 
PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT THE PRIORITY, PERFECTION AND 
THE EFFECT OF PERFECTION OR NON-PERFECTION OF THE SECURITY INTEREST CREATED 
HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL, ARE GOVERNED BY 
THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF TEXAS. 

Section 5.10.  "Note Document".  This Agreement is a "Note Document", as 
defined in the Purchase Agreement, and, except as expressly provided herein to 
the contrary, this Agreement is subject to all provisions of the Purchase 
Agreement governing such Note Documents.

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

NCI-SHAWNEE LIMITED PARTNERSHIP,
 a Texas limited partnership

By:     Future Petroleum Corporation,
 a Texas corporation, General Partner


By: /s/ B. Carl Price    
B. Carl Price, President
     
Address of Debtor:

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

     FINANCING STATEMENT

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

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

NCI-Shawnee Limited Partnership
2351 West Northwest Highway
Dallas, Texas 75220
Attention: Carl Price

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

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

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

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

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

All right, title and interest of Debtor in and to any and all of the following 
property, whether now owned or existing or hereafter acquired or arising and 
regardless of where located:

(a)  all Receivables.

(b)  all General Intangibles.

(c)  all Documents.

(d)  all Instruments.

(e)  all Inventory.

(f)  all Equipment.


(g)  All books and records (including customer lists, marketing 
information, credit files, price lists, operating records, vendor and supplier 
price lists, sales literature, computer software, computer hardware, computer 
disks and tapes and other storage media, printouts and other materials and 
records) of Debtor pertaining to any of the Collateral.

(h)  All moneys and property of any kind of Debtor in the possession or 
under the control of Secured Party.

(i)  All Proceeds of any and all of the foregoing Collateral.     

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

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

NCI-SHAWNEE LIMITED PARTNERSHIP,
 a Texas limited partnership

By:  Future Petroleum Corporation,
   a Texas corporation, General Partner


By: /s/ B. Carl Price    
B. Carl Price, President