EXHIBIT 10.2

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and 
entered into as of this 14th day of August, 1998, by and among Future 
Petroleum Corporation, a Utah corporation (the "Company"), Energy Capital 
Investment Company PLC, an English investment company ("Energy PLC"), and 
EnCap Equity 1994 Limited Partnership, a Texas limited partnership ("EnCap 
LP").

RECITALS:

A.     Reference is herein made to that certain Agreement and Plan of 
Merger dated as of August 14, 1998 (the "Merger Agreement"), by and among the 
Company, Future CAL-TEX Corporation, a Texas corporation, Bargo Energy 
Resources, Ltd., a Texas limited partnership, and SCL-CAL Company, a Texas 
corporation.

B.     Energy PLC and EnCap LP are the current record and beneficial 
owners of an aggregate 1,850,000 shares of Common Stock (the "Fund I Current 
Shares").  In connection with the transaction contemplated by the Merger 
Agreement, Energy PLC and EnCap LP have agreed to subordinate certain 
indebtedness owed to them by the Company.  As part of the consideration for 
such agreement, the Company will issue to Energy PLC and EnCap LP an aggregate 
of 2,844,859 shares of Common Stock (the "Fund I Additional Shares").
  
C.     In order to induce Energy PLC and EnCap LP to subordinate the 
indebtedness referenced in the immediately preceding paragraph  (and 
recognizing that they would not be willing to take the above described actions 
in the absence of this Agreement), the Company has agreed to provide Energy 
PLC and EnCap LP with the registration rights set forth herein.

AGREEMENT:

NOW, THEREFORE, for and in consideration of the foregoing Recitals and 
the mutual covenants contained herein, the sufficiency of which is hereby 
acknowledged, the parties hereto, intending to be legally bound, do hereby 
agree as follows:

Section 1.     Definitions and References.

(a)     When used in this Agreement, the following terms shall have the 
respective meanings assigned to them in this Section 1 or in the sections, 
subsections or other subdivisions referred to below:

"Agreement" shall mean this Agreement, as hereafter changed, modified or 
amended in accordance with the terms hereof.

"Bargo Agreement" shall have the meaning assigned to it in Section 
11(b).

"Bargo Holders" shall mean "Holders," as such term is defined in the 
Bargo Agreement.

"Bargo Securities" shall mean "Registrable Securities," as such term is 
defined in the Bargo Agreement.

"Commission" shall mean the Securities and Exchange Commission (or any 
successor body thereto).

"Company" shall have the meaning assigned to it in the introductory 
paragraph hereof.

"Common Stock" shall mean the common stock of the Company, $0.01 par 
value per share.

"Demand Registration" shall have the meaning assigned to it in Section 
2(a).

"EnCap LP" shall have the meaning assigned to it in the introductory 
paragraph hereof.

"Energy PLC" shall have the meaning assigned to it in the introductory 
paragraph hereof.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as 
amended, and all rules and regulations promulgated under such Act. 

"Fund I Additional Shares" shall have the meaning assigned to such term 
in Paragraph B of the Recitals hereto.

"Fund I Current Shares" shall have the meaning assigned to such term in 
Paragraph B of the Recitals hereto.

"Fund I Shares" shall mean the Fund I Current Shares and the Fund I 
Additional Shares.

"Holder" shall mean any Person that holds Registrable Securities.

"Holder Indemnified Parties" shall have the meaning assigned to it in 
Section 6(a).

"Merger Agreement" shall have the meaning assigned to it in Paragraph A 
of the Recitals hereto.

"Person" shall mean any individual, corporation, partnership, joint 
venture, limited partnership, limited liability company, trust, unincorporated 
organization or government or any agency or political subdivision thereof.

"Piggyback Registration" shall have the meaning assigned to it in 
Section 3.

"Registrable Securities" shall mean (i) the Fund I Shares and (ii) any 
securities issued or issuable with respect to any of the shares described in 
clause (i) above by way of a stock dividend or other distribution or stock 
split or in connection with a combination of shares, recapitalization, merger, 
consolidation or other reorganization; provided, that a share of Common Stock 
or security described in clauses (i) and (ii) shall cease to be a Registrable 
Security for purposes of this Agreement at such time as either (A) counsel to 
the Company renders an opinion to the Holder of such share or security to the 
effect that such share or security can be freely transferred without 
registration under the Securities Act (which counsel and opinion shall be 
reasonably acceptable to such Holder), (B) counsel to a Holder of such share 
or security renders an opinion to the Company  to the effect that such share 
or security can be freely transferred without registration under the 
Securities Act (which counsel and opinion shall be reasonably acceptable to 
the Company), (C) securities for which a registration statement with respect 
to the sale of such securities has become effective under the Securities Act 
and such securities shall have been disposed of in accordance with such 
registration statement, (D) such securities have been sold as permitted by 
Rule 144 (or any successor provision) under the Securities Act and the 
purchaser thereof does not receive "restricted securities" as defined in Rule 
144, or (E) such securities shall have ceased to be outstanding.

"Registration Expenses" shall mean all expenses incident to the 
Company's performance of or compliance with the registration rights granted 
hereunder, including (without limitation) all registration, filing, listing 
and NASD fees, fees and expenses of compliance with securities and blue sky 
laws, all word processing, duplicating, printing and engraving expenses, 
messenger, telephone and delivery expenses, and fees and disbursements of 
counsel for the Company, of its independent certified public accountants and 
any of its independent reserve engineers, including the expenses of any 
special audits or "cold comfort" letters required by or incident to such 
performance and compliance, premiums and other costs of policies of insurance 
against liabilities arising out of the public offering of the Registrable 
Securities being registered, and fees and disbursements of underwriters 
(excluding discounts and commissions); provided, that Registration Expenses 
shall not include any Selling Expenses.  Without limiting the generality of 
any other provision hereof, no holder of Registrable Securities shall be 
responsible for any allocation of general and administrative (including all 
employee and compensation expenses) expenses incurred by the Company in 
connection with an offering.

"Securities Act" shall mean the Securities Act of 1933, as amended, and 
all rules and regulations under such Act.

"Selling Expenses" shall mean underwriting discounts or commissions, any 
selling commissions and stock transfer taxes attributable to sales of 
Registrable Securities and the fees and expenses of counsel for any Holder.

(b)     All references in this Agreement to sections, subsections and 
other subdivisions refer to corresponding sections, subsections and other 
subdivisions of this Agreement unless expressly provided otherwise.  Titles 
appearing at the beginning of any of such subdivisions are for convenience 
only and shall not constitute part of such subdivisions and shall be 
disregarded in construing the language contained herein.  The words "this 
Agreement", "this instrument", "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.  Words in the singular 
form shall be construed to include the plural and vice versa, unless the 
context otherwise requires.  Pronouns in masculine, feminine and neuter 
genders shall be construed to include any other gender.  

Section 2.  Demand Registration Rights. 

(a)     One or more Holders of not less than 20% of the Registrable 
Securities ("Initiating Holders") then outstanding may request at any time 
after the expiration of the one-year period commencing as of the date hereof a 
registration by the Company under the Securities Act of all or a part its 
Registrable Securities (a "Demand Registration").

(b)     Notwithstanding subsection (a) above or anything else herein to 
the contrary, the Company shall not be obligated to effect more than two 
registrations pursuant to this Section 2; provided, however, that any 
registration requested pursuant to this Section 2 will not be deemed to have 
been effected (i) unless it has become effective and remained effective for 
the lesser of (1) the period necessary to complete the sale or disposition of 
the Registrable Securities covered by such registration statement, or (2) 180 
days after the effective date of such registration statement, except with 
respect to any registration statement filed pursuant to Rule 415 under the 
Securities Act, in which case the Company shall use its best efforts to keep 
such registration statement effective until such time as all of the 
Registrable Securities cease to be Registrable Securities; (ii) if, after it 
has become effective, such registration is interfered with by any stop order, 
injunction or other order or requirement of the Commission or other 
governmental agency or court for any reason not attributable to the selling 
Holders and has not thereafter become effective, or (iii) if the conditions to 
closing specified in the underwriting agreement, if any, entered into in 
connection with such registration are not satisfied or waived, other than 
solely by reason of a failure on the part of the selling Holders; provided, 
further, that any such registration which does not become effective after the 
Company has filed a registration statement in accordance with the provisions 
of this Section 2 solely by reason of the refusal to proceed of the Holder or 
Holders that have requested the Demand Registration pursuant to subsection (a) 
above, including failure to comply with the provisions of this Agreement 
(other than any refusal to proceed based upon the advice of counsel to such 
Holder or Holders that the registration statement, or the prospectus contained 
therein, contains an untrue statement of a material fact or omits to state a 
material fact required to be stated therein or necessary to make the 
statements therein not misleading in the light of the circumstances then 
existing, or that such registration statement or such prospectus, or the 
distribution contemplated thereby, otherwise violates or would, if such 
distribution using such prospectus took place, violate any applicable state or 
federal securities law) shall be deemed to have been effected by the Company 
at the request of such Holder or Holders.

(c)     Notwithstanding subsection (a) above or anything else herein to 
the contrary, it is hereby agreed that a Demand Registration must cover no 
less than 50% of the Registrable Securities then outstanding.  In the event a 
Holder requests that the Company effect a Demand Registration pursuant to this 
Section 2, the Company will (i) promptly give notice of the proposed 
registration to all other Holders and (ii) use its reasonable best efforts to 
effect the registration of the Registrable Securities specified in the 
request, together with the Registrable Securities of any other Holder joining 
in such request as are specified in a written request received by the Company 
within 20 days after receipt of the notice referred to in clause (i) above.  

(d)     If the managing underwriter in any registration effected under 
this Section 2 advises the Company that, in its reasonable opinion, the number 
of securities requested to be included in such registration exceeds the number 
that can be sold in such offering within a price range acceptable to the 
Holders of 66 2/3% of the Registrable Securities requested to be included in 
such registration, the Company, except as provided in the following sentence, 
will include in such registration, to the extent of the number and type that 
the Company is so advised can be sold in such offering, Registrable Securities 
requested to be included in such registration, pro rata among the Holders 
requesting such registration on the basis of the estimated gross proceeds from 
the sale thereof.  If the total number of Registrable Securities requested to 
be included in such registration cannot be included as provided in the 
preceding sentence, holders of Registrable Securities requesting registration 
thereof pursuant to this Section 2, representing not less than 33-1/3% of the 
Registrable Securities with respect to which registration has been requested 
and constituting not less than 66 2/3% of the initiating Holders, shall have 
the right to withdraw the request for registration by giving written notice to 
the Company within 20 days after receipt of such notice by the Company and, in 
the event of such withdrawal, such request shall not be counted for purposes 
of the requests for registration to which holders of Registrable Securities 
are entitled pursuant to this Section 2.

Section 3.     Piggyback Registration Rights.  If the Company proposes to 
register any of its securities under the Securities Act other than (a) under 
employee compensation or benefit programs, (b) an exchange offer or an 
offering of securities solely to the existing stockholders or employees of the 
Company, or (c) securities to be issued in a transaction described in Rule 
145(a) promulgated under the Securities Act, whether or not for sale for its 
own account, and the registration form to be used may be used for the 
registration of Registrable Securities, the Company will give prompt written 
notice to Holders of Registrable Securities of its intention to effect such a 
registration and will include in such registration all Registrable Securities 
with respect to which the Company has received written requests for inclusion 
therein within 15 days after the receipt of the Company's notice (a "Piggyback 
Registration").  The Company shall use its reasonable best efforts to cause 
the managing underwriters of a proposed underwritten offering to permit the 
Registrable Securities requested to be included in the registration statement 
(or registration statements) for such offering to be included therein on the 
same terms and conditions as any similar securities of the Company included 
therein.  Notwithstanding the foregoing, if the Company gives notice of such a 
proposed registration, the total number of Registrable Securities which shall 
be included in such registration shall be reduced pro rata (on the basis of 
the estimated proceeds from the sale thereof) to such number, if any, as in 
the reasonable opinion of the managing underwriters of such offering would not 
adversely affect the marketability or offering price of all of the securities 
proposed to be offered by the Company in such offering; provided however, that 
(i) if such Piggyback Registration is incident to a primary registration on 
behalf of the Company, the securities to be included in the registration 
statement (or registration statements) for any Person other than the Holders, 
the Bargo Holders (if the Bargo Holders have exercised their rights under 
Section 3 of the Bargo Agreement) and the Company shall be first reduced prior 
to any such pro rata reduction and (ii) if such Piggyback Registration is 
incident to a secondary registration on behalf of holders of securities of the 
Company, the securities to be included in the registration statement (or 
registration statements) for any Person not exercising "demand" registration 
rights other than the Holders and the Bargo Holders (if the Bargo Holders have 
exercised their rights under Section 3 of the Bargo Agreement) shall be first 
reduced prior to any such pro rata reduction; provided, further, that if (1) 
the Holders have made a request under this Section 3 and the Bargo Holders 
have made a request under Section 3 of the Bargo Agreement and (2) all of the 
Registrable Securities of the Holders and all of the Bargo Securities of the 
Bargo Holders cannot be included in the registration statement(s) under the 
terms of such sections, the total number of Registrable Securities of the 
Holders and the Bargo Securities of the Bargo Holders which shall be included 
in such registration shall be reduced pro rata to such number, if any, as in 
the reasonable opinion of the managing underwriters of such offering would not 
adversely affect the marketability or offering price of all of the securities 
proposed to be offered by the Company in such offering. Subject to any 
applicable underwriting agreement, any Holder of Registrable Securities may 
withdraw at any time any Registrable Securities registered under this Section 
3.  No registration effected under this Section 3 shall relieve the Company of 
its obligation to effect any registration upon request under Section 2.

Section 4.  Registration Procedures. 

(a)     Whenever the Holders have requested that any Registrable 
Securities be registered pursuant to Section 2 or Section 3, the Company will 
as expeditiously as possible:

(i)     prepare and file with the Commission a registration 
statement on the appropriate form with respect to such Registrable 
Securities, and use its reasonable best efforts to cause such 
registration statement to become and remain effective as soon as 
reasonably practicable after the filing thereof (provided, that before 
filing a registration statement or prospectus or any amendments or 
supplements thereto, the Company will furnish copies of all such 
documents proposed to be filed to any Holder covered by such 
registration statement);

(ii)     prepare and file with the Commission such amendments and 
supplements to such registration statement and the prospectus used in 
connection therewith as may be necessary to keep such registration 
statement effective until the earlier of (1)such time as all of such 
Registrable Securities covered by such registration statement have been 
sold (but not before the expiration of the applicable prospectus 
delivery period) or (2) 180 days after the effective date of such 
registration statement, except with respect to any registration 
statement filed pursuant to Rule 415 under the Securities Act, in which 
case the Company shall use its best efforts to keep such registration 
statement effective until such time as all of the Registrable Securities 
covered thereby cease to be Registrable Securities; and comply with the 
provisions of the Securities Act with respect to the disposition of all 
securities covered by such registration statement during such period in 
accordance with the intended methods of disposition by the sellers 
thereof set forth in such registration statement;

(iii)     notify each Holder of Registrable Securities covered by the 
registration statement ("Seller") promptly after the Company shall 
receive notice thereof of the time when such registration statement has 
been filed; 

(iv)     furnish to each seller of Registrable Securities such number 
of copies of such registration statement, each amendment and supplement 
thereto, the prospectus included in such registration statement 
(including, without limitation, each preliminary prospectus) and such 
other documents as such Seller may reasonably request in order to 
facilitate the disposition of the Registrable Securities owned by such 
seller (it being understood that the Company consents to the use of the 
prospectus and any amendment or supplement thereto by each Seller and 
the underwriter or underwriters, if any, in connection with the offering 
and sale of Registrable Securities covered by the prospectus or any 
amendment or supplement thereto); 

(v)     use its reasonable best efforts to register or qualify such 
Registrable Securities under such other securities or blue sky laws of 
such jurisdictions within the United States as any Seller reasonably 
requests, to keep such registration or qualifications in effect for so 
long as such registration statement remains in effect, and do any and 
all other acts and things which may be reasonably necessary or advisable 
to enable such seller to consummate the disposition in such 
jurisdictions of the Registrable Securities owned by such Seller 
(provided that the Company will not be required to qualify generally to 
do business or subject itself to any general service of process in any 
jurisdiction where it is otherwise not then so subject);

(vi)     notify each Seller of such Registrable Securities, at any 
time when a prospectus relating thereto is required to be delivered 
under the Securities Act, of the happening of any event (including those 
set forth in clauses (1) through (6) of paragraph (vii) below) which 
requires the making of any change in the prospectus included in such 
registration statement so that such document will not contain an untrue 
statement of a material fact or omit to state any material fact required 
to be stated therein or necessary to make the statements therein not 
misleading, and, at the request of any such Seller, the Company will 
promptly prepare and furnish to such Seller and each underwriter, if 
any, a reasonable number of copies of a supplement or amendment to such 
prospectus so that such prospectus will not contain an untrue statement 
of a material fact or omit to state any material fact required to be 
stated therein or necessary to make the statements therein not 
misleading;

(vii)     The Company will also notify each Seller promptly, and (if 
requested by a Seller) confirm such notice in writing, (1) when a 
prospectus or any prospectus supplement or post-effective amendment has 
been filed and, with respect to a registration statement or any post-
effective amendment, when the same has become effective under the 
Securities Act and each applicable state law, (2) of any request by the 
Commission or any other federal or state governmental authority for 
amendments or supplements to a registration statement or related 
prospectus or for additional information, (3) of the issuance by the 
Commission of any stop order suspending the effectiveness of a 
registration statement or the initiation of any proceedings for that 
purpose, (4) if at any time the representations or warranties of the 
Company or any subsidiary contained in any agreement (including any 
underwriting agreement) contemplated hereby cease to be true and correct 
in any material respect, (5) of the receipt by the Company of any 
notification with respect to the suspension of the qualification or 
exemption from qualification of any of the Registrable Securities for 
sale in any jurisdiction or the initiation or threatening of any 
proceeding for such purpose, or (6) of the Company's reasonable 
determination that a post-effective amendment to a registration 
statement would be appropriate;

(viii)     use its reasonable best efforts to cause all such 
Registrable Securities to be listed on each securities exchange or 
exchanges, automated quotation system or over-the-counter market upon 
which securities of the Company of the same class are then listed;

(ix)     enter into such customary agreements (including, without 
limitation, underwriting agreements in customary form, substance and 
scope) and take all such other action as the Holders of a majority of 
the Registrable Securities being sold or the underwriters, if any, 
reasonably request in order to expedite or facilitate the disposition of 
such Registrable Securities;

(x)     otherwise use its reasonable best efforts to comply with all 
applicable rules and regulations of the Commission and applicable state 
securities authorities;

(xi)     in the event of the issuance of any stop order suspending 
the effectiveness of a registration statement, or of any order 
suspending or preventing the use of any related prospectus or suspending 
the qualification of any Registrable Securities included in such 
registration statement for sale in any jurisdiction, the Company will 
use its reasonable best efforts promptly to obtain the withdrawal of 
such order; 

(xii)     use its reasonable best efforts to cause such Registrable 
Securities covered by such registration statement to be registered with 
or approved by such other governmental agencies or authorities as may be 
necessary to enable the Sellers thereof to consummate the disposition of 
such Registrable Securities; 

(xiii)     in connection with an underwritten public offering of 
securities, use its reasonable best efforts to obtain a signed 
counterpart of a comfort letter from the Company's public accountants in 
customary form and covering such matters of the type customarily covered 
by comfort letters with respect to offerings of the type being made 
pursuant to the registration statement as the Sellers reasonably request 
and an opinion of counsel for the Company covering such matters with 
respect to such registration statement as are customarily covered in 
opinions of issuer's counsel and delivered to the underwriters in 
underwritten public offerings of securities;

(xiv)     the Company shall make available for inspection by the 
sellers of such Registrable Securities, any underwriter participating in 
any distribution pursuant to such registration statement and any 
attorney, accountant or other professional retained by the Holder or 
underwriter (in this paragraph collectively referred to as 
"inspectors"), all financial and other records, pertinent corporate 
documents and properties of the Company as shall be reasonable necessary 
to enable them to exercise their due diligence responsibility, and cause 
the Company's officers, directors and employees to supply all 
information reasonably requested by any such inspectors in connection 
with such registration statement;

(xv)     cause representatives of the Company to participate in any 
"road show" or "road shows" reasonably requested by any underwriter of 
an underwritten or "best efforts" offering of any Registrable 
Securities; and 

(xvi)     provide and cause to be maintained a transfer agent and 
registrar (which, in each case, may be the Company) for all Registrable 
Securities covered by such registration agreement from and after a date 
not later than the effective date of such registration.

(b)     Whenever the Holders of Registrable Securities have requested that 
any Registrable Securities be registered pursuant to Section 2 or Section 3, 
each Holder of Registrable Securities (including Registrable Securities in any 
registration statement filed pursuant to this Agreement) will be deemed to 
have agreed as follows:

(i)     upon receipt of notice from the Company of the happening of 
any event of the kind described in Section 4(a)(vi), the Holders of 
Registrable Securities covered by such registration statement will 
forthwith discontinue disposition of any such  Registrable Securities 
until the Holders of Registrable Securities receive copies of the 
supplemented or amended prospectus contemplated by Section 4(a)(vi), or 
until they are advised in writing by the Company that the use of the 
applicable prospectus may be resumed, and they have received copies of 
any additional or supplemental filings that are incorporated or deemed 
to be incorporated by reference in such prospectus (it being the 
agreement of the parties hereto, however, that the obligation of the 
Company with respect to maintaining the subject registration statement 
current and effective shall be extended by a period of days equal to the 
period the Holders of Registrable Securities are required by this 
Section 4(b)(i) to discontinue disposition of such Registrable 
Securities); and

(ii)     furnish to the Company such information regarding each 
Seller, the Registrable Securities held by such Seller, and the intended 
method of disposition thereof as the Company shall reasonably request 
and as shall be reasonably required in connection with the preparation 
of the applicable registration statement and other actions taken by the 
Company under this Agreement, and it shall be a condition precedent to 
the obligation of the Company to take any action pursuant to this 
Agreement in respect of the Registrable Securities owned by a Seller 
that such information has been furnished to the Company by such Seller.

Section 5.     Expenses of Registration.  The Company shall pay all 
Registration Expenses in connection with each registration effected pursuant 
to Sections 2 and 3.  All Selling Expenses incurred by a Seller in connection 
with a registration effected pursuant to the terms hereof shall be borne by 
such Seller

Section 6.     Indemnification.

(a)     The Company shall indemnify and hold harmless, with respect to any 
registration statement filed by it, to the full extent permitted by law, each 
Holder of Registrable Securities covered by such registration statement, its 
directors, officers, partners, agents, employees and each other Person, if 
any, who controls such Holder within the meaning of Section 15 of the 
Securities Act (collectively, "Holder Indemnified Parties") against all 
losses, claims, damages, liabilities and expenses (including reasonable costs 
of investigation), joint or several, to which any such Holder Indemnified 
Party may become subject under the Securities Act, the Exchange Act, at common 
law or otherwise, insofar as such losses, claims, damages, liabilities or 
expenses (or actions or proceedings, whether commenced or threatened, in 
respect thereof) arise out of or are based upon (i) any untrue statement or 
alleged untrue statement of a material fact contained in any registration 
statement in which such Registrable Securities were included as contemplated 
hereby or any omission or alleged omission to state therein a material fact 
required to be stated therein or necessary to make the statements therein not 
misleading, (ii) any untrue statement or alleged untrue statement of a 
material fact contained in any preliminary, final or summary prospectus, 
together with the documents incorporated by reference therein (as amended or 
supplemented if the Company shall have filed with the Commission any amendment 
thereof or supplement thereto), or any omission or alleged omission to state 
therein a material fact required to be stated therein or necessary in order to 
make the statements therein, in the light of the circumstances under which 
they were made, not misleading, or (iii) any violation by the Company of any 
federal, state or common law rule or regulation applicable to the Company and 
relating to action of or inaction by the Company in connection with any such 
registration; provided, that each such Seller's liability under such 
indemnification shall be limited to the sales proceeds from the sale of the 
Company's securities owned by the sellers pursuant to such registration 
statement, preliminary prospectus, final prospectus, summary prospectus, 
amendment or supplement, and in each such case, the Company shall reimburse 
each such Holder Indemnified Party for any reasonable legal or other expenses 
incurred by any of them in connection with investigating or defending any such 
loss, claim, damage, liability, expense, action or proceeding; provided, 
however, that the Company shall not be liable to any such Holder Indemnified 
Party in any such case to the extent, that any such loss, claim, damage, 
liability or expense (or action or proceeding, whether commenced or 
threatened, in respect thereof) arises out of or is based upon any untrue 
statement or alleged untrue statement or omission or alleged omission made in 
such registration statement or amendment thereof or supplement thereto or in 
any such preliminary, final or summary prospectus in reliance upon and in 
conformity with written information furnished to the Company by or on behalf 
of any such Holder Indemnified Party for use in the preparation thereof.  Such 
indemnity and reimbursement of expenses and other obligations shall remain in 
full force and effect regardless of any investigation made by or on behalf of 
the Holder Indemnified Parties and shall survive the transfer of such 
securities by such Holder Indemnified Parties.

(b)     Each Holder of Registrable Securities participating in any 
registration hereunder shall severally (and not jointly or jointly and 
severally) indemnify and hold harmless, to the fullest extent permitted by 
law, the Company, its directors, officers, employees and agents, and each 
Person who controls the Company (within the meaning of Section 15 of the 
Securities Act) (collectively, "Company Indemnified Parties") against all 
losses, claims, damages, liabilities and expenses to which any Company 
Indemnified Party may become subject under the Securities Act, the Exchange 
Act, at common law or otherwise, insofar as such losses, claims, damages, 
liabilities or expenses (or actions or proceedings, whether commenced or 
threatened, in respect thereof) arise out of or are based upon (i) any untrue 
statement or alleged untrue statement of a material fact contained in any 
registration statement in which such Holder's Registrable Securities were 
included or the omission or alleged omission to state therein a material fact 
required to be stated therein or necessary to make the statements therein not 
misleading, (ii) any untrue statement or alleged untrue statement of a 
material fact contained in any preliminary, final or summary prospectus, 
together with the documents incorporated by reference therein (as amended or 
supplemented if the Company shall have filed with the Commission any amendment 
thereof or supplement thereto), or the omission or alleged omission to state 
therein a material fact required to be stated therein or necessary in order to 
make the statements therein, in the light of the circumstances under which 
they were made, not misleading to the extent in the cases described in clauses 
(i) and (ii), that such untrue statement or omission was furnished in writing 
by such Holder for use in the preparation thereof, or (iii) any violation by 
such Holder of any federal, state or common law rule or regulation applicable 
to such Holder and relating to action of or inaction by such Holder in 
connection with any such registration; provided, that each such Seller's 
liability under such indemnification shall be limited to the sales proceeds 
from the sale of the Company's securities owned by the sellers pursuant to 
such registration statement, preliminary prospectus, final prospectus, summary 
prospectus, amendment or supplement, and in each such case, such Holder shall 
reimburse each such Company Indemnified Party for any reasonable legal or 
other expenses incurred by any of them in connection with investigating or 
defending any such loss, claim, damage, liability, expense, action or 
proceeding.  Such indemnity obligation shall remain in full force and effect 
regardless of any investigation made by or on behalf of the Company 
Indemnified Parties (except as provided above) and shall survive the transfer 
of such securities by such Holder.

(c)     Promptly after receipt by an indemnified party under subsection 
(a) or (b) of written notice of the commencement of any action, suit, 
proceeding, investigation or threat thereof made in writing with respect to 
which a claim for indemnification may be made pursuant to this Section 6, such 
indemnified party shall, if a claim in respect thereof is to be made against 
an indemnifying party, give written notice to the indemnifying party of the 
threat or commencement thereof; provided, however, that the failure to so 
notify the indemnifying party shall not relieve it from any liability which it 
may have to any indemnified party except to the extent that the indemnifying 
party is actually prejudiced by such failure to give notice.  If any such 
claim or action referred to under subsection (a) or (b) is brought against any 
indemnified party and it then notifies the indemnifying party of the threat or 
commencement thereof, the indemnifying party shall be entitled to participate 
therein and, to the extent that it wishes, jointly with any other indemnifying 
party similarly notified, to assume the defense thereof with counsel 
reasonably satisfactory to such indemnified party.  After notice from the 
indemnifying party to such indemnified party of its election so to assume the 
defense of any such claim or action, the indemnifying party shall not be 
liable to such indemnified party under this Section 6 for any legal expenses 
of counsel or any other expenses subsequently incurred by such indemnified 
party in connection with the defense thereof other than reasonable costs of 
investigation unless the indemnifying party has failed to assume the defense 
of such claim or action or to employ counsel reasonably satisfactory to such 
indemnified party.  Under no circumstances will the indemnifying party be 
obligated to pay the fees and expenses of more than one law firm for all 
indemnified parties.  The indemnifying party shall not be required to 
indemnify the indemnified party with respect to any amounts paid in settlement 
of any action, proceeding or investigation entered into without the written 
consent of the indemnifying party, which consent shall not be unreasonably 
withheld.  No indemnifying party shall consent to the entry of any judgment or 
enter into any settlement without the consent of the indemnified party unless 
(i) such judgment or settlement does not impose any obligation or liability 
upon the indemnified party other than the execution, delivery or approval 
thereof, and (ii) such judgment or settlement includes as an unconditional 
term thereof the giving by the claimant or plaintiff to such indemnified party 
of a full release and discharge from all liability in respect of such claim 
for all Persons that may be entitled to or obligated to provide 
indemnification or contribution under this Section 6.

(d)     Indemnification similar to that specified in the preceding 
subsections of this Section 6 (with appropriate modifications) shall be given 
by the Company and each Seller with respect to any required registration or 
qualification of securities under any state securities or blue sky laws.

(e)     If the indemnification provided for in this Section 6 is 
unavailable to or insufficient to hold harmless an indemnified party under 
subsection (a) or (b), then each indemnifying party shall contribute to the 
amount paid or payable by such indemnified party as a result of the losses, 
claims, damages, liabilities or expenses (or actions or proceedings in respect 
thereof) referred to in subsection (a) or (b) in such proportion as is 
appropriate to reflect the relative fault of the indemnifying party on the one 
hand and the indemnified party on the other in connection with the statements, 
omissions, actions or inactions which resulted in such losses, claims, 
damages, liabilities or expenses as well as any other relevant equitable 
considerations.  The relative fault of the indemnifying party and the 
indemnified party 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 indemnifying party or the indemnified party, any action or 
inaction by any such party, and the parties' relative intent, knowledge, 
access to information and opportunity to correct or prevent such statement, 
omission, action or inaction.  The amount paid or payable by an indemnified 
party as a result of the losses, claims, damages, liabilities or expenses (or 
actions or proceedings in respect thereof) pursuant to this subsection (e) 
shall be deemed to include, without limitation, any reasonable legal or other 
expenses incurred by such indemnified party in connection with investigating 
or defending any such action or claim (which shall be limited as provided in 
subsection (c) if the indemnifying party has assumed the defense of any such 
action in accordance with the provisions thereof) which is the subject of this 
subsection (e).  No Person guilty of fraudulent misrepresentation (within the 
meaning of Section 11(f) of the Securities Act) shall be entitled to 
contribution from any Person who was not guilty of such fraudulent 
misrepresentation.  Promptly after receipt by an indemnified party under this 
subsection (e) of written notice of the commencement of any action, suit, 
proceeding, investigation or threat thereof made in writing with respect to 
which a claim for contribution may be made against an indemnifying party under 
this subsection (e), such indemnified party shall, if a claim for contribution 
in respect thereof is to be made against an indemnifying party, give written 
notice to the indemnifying party in writing of the commencement thereof (if 
the notice specified in subsection (c) has not been given with respect to such 
action); provided, however, that the failure to so notify the indemnifying 
party shall not relieve it from any obligation to provide contribution which 
it may have to any indemnified party under this subsection (e) except to the 
extent that the indemnifying party is actually prejudiced by the failure to 
give notice.  

The parties hereto agree that it would not be just and equitable if 
contribution pursuant to this paragraph were determined by pro rata allocation 
or by any other method of allocation which does not take account the equitable 
considerations referred to in the immediately preceding paragraph.

If indemnification is available under this Section 6, the indemnifying 
parties shall indemnify each indemnified party to the fullest extent provided 
in subsections (a) and (b), without regard to the relative fault of said 
indemnifying party or any other equitable consideration provided for in this 
subsection.  The provisions of this subsection shall be in addition to any 
other rights to indemnification or contribution which any indemnified party 
may have pursuant to law or contract, shall remain in full force and effect 
regardless of any investigation made by or on behalf of any indemnified party, 
and shall survive the transfer of securities by any such party.

(f)     In connection with any underwritten offering contemplated by this 
Agreement which includes Registrable Securities, the Company and Seller shall 
be required to enter into a customary underwriting agreement with the 
underwriter.

Section 7.     Selection of Underwriters.  If a registration effected 
pursuant to Section 2 is an underwritten offering or a best efforts 
underwritten offering, the investment bankers or investment bankers and 
manager or managers that will administer the offering shall be selected by the 
Holders of a majority of the Registrable Securities to be registered in such 
registration; provided, however, that such investment bankers and managers 
must be reasonably satisfactory to the Company.

Section 8.     Rule 144.  The Company covenants to each Holder that, to the 
extent that the Company shall be required to do so under the Exchange Act, the 
Company shall (a) timely file the reports required to be filed by it under the 
Exchange Act or the Securities Act (including, but not limited to, the reports 
under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c) 
(1) of Rule 144 adopted by the Commission under the Securities Act) and the 
rules and regulations adopted by the Commission thereunder, and (b) take such 
further action as any Holder may reasonably request, all to the extent 
required from time to time to enable such Holder to sell Registrable 
Securities without registration under the Securities Act within the 
limitations of the exemption provided by Rule 144 under the Securities Act, as 
such Rule may be amended from time to time, or any similar rule or regulation 
hereafter adopted by the Commission.  Upon the request of any Holder, the 
Company shall deliver to such Holder a written statement as to whether it has 
complied with such requirements.

Section 9.     Market Standoff Agreement.

(a)     In order to facilitate the possibility of future public offerings 
of Common Stock, the Holders agree that in connection with an underwritten  
public offering for cash by the Company of its Common Stock or securities 
convertible into or exercisable or exchangeable for its Common Stock, each 
such Holder (regardless of whether such Holder is participating in the 
offering) will execute a customary agreement with the underwriters of such 
offering in substantially the form executed by directors and senior executive 
management of the Company in which the Holder agrees not to sell Registrable 
Securities owned by it for a period of up to 90 days following the effective 
date of the registration statement for such offering.  Holders agree that 
during the above restricted period they will not directly or indirectly sell, 
offer to sell, contract to sell (including without limitation any short sale), 
grant an option to purchase or otherwise transfer of dispose of (other than 
donees who agree to be similarly bound) shares of Registrable Securities at 
any time during such period except securities included in such registration.  
In order to enforce the foregoing covenant, the Company may impose stop-order 
instructions with respect to such shares of Registrable Securities held by 
each Holder, which shall be binding upon any assignee or successor of such 
Holder (and the shares or securities of every other Person subject to the 
foregoing restriction), until the end of the restricted period.

(b)     During a period commencing on the filing by the Company of a 
registration statement which includes Registrable Securities (other than 
pursuant to Rule 415), the Company agrees not to effect any public sale or 
distribution (including by registering securities held by others) of any 
securities the same as or similar to those being registered by such 
registration statement, or any securities convertible into or exchangeable or 
exercisable for such securities, unless such sale or distribution is pursuant 
to such registration statement.

Section 10.     Existing Fund I Registration Rights. The Company, Energy PLC 
and EnCap LP agree that effective immediately upon the execution and delivery 
of this Agreement by the parties hereto: (i) that certain Registration Rights 
Agreement dated as of November 25, 1997, by and among the Company, Energy PLC 
and EnCap LP, as amended by that certain Amendment No. 1 to Registration 
Rights Agreement dated as of May 1, 1998, shall be terminated and be of no 
further force and effect whatsoever; and (ii) that the registration rights 
accorded Energy PLC and EnCap LP under that certain April 1997 Agreement dated 
as of April 28, 1997, by and among the Company, Future Acquisition 1995, Ltd., 
Energy PLC and EnCap LP shall be terminated and of no further force and effect 
whatsoever.  

Section 11.     Other Existing or Subsequent Registration Rights.

(a)     The Company represents and warrants to Energy PLC and EnCap LP 
that other than the registration rights referenced in Section 10 (which rights 
are being terminated as provided in such Section), the registration rights 
granted under this Agreement and the registration rights granted under the 
Bargo Agreement, the Company is not currently a party to any other agreement 
whereby it accords any Person any demand or piggy-back registration rights 
with respect to such Person's Common Stock.

(b)     Contemporaneously with executing and delivering this Agreement, 
the Company is executing and delivering that certain (i) Registration Rights 
Agreement dated as of even date herewith by and between the Company and Bargo 
Energy Resources, Ltd. (the "Bargo Agreement") and (ii) Registration Rights 
Agreement dated as of even date herewith by and between the Company, Carl 
Price, et al. (the "Price Agreement").  The Company represents and warrants 
that it has provided Energy PLC and EnCap LP with a true, complete and 
accurate copy of the Bargo Agreement and the Price Agreement and agrees that 
it will not agree to any amendment or other modification to the Bargo 
Agreement or the Price Agreement without having first received the written 
consent of the Holders of a majority of the Registrable Securities then 
outstanding.

(c)     The Company agrees that it will not hereafter grant to any Person 
demand registration rights without the prior written consent of the Holders of 
a majority of the number of Registrable Securities then outstanding.  The 
Company agrees that it will not hereafter grant to any Person any piggy-back 
registration rights that are inconsistent with or violates the rights granted 
to the Holders of Registrable Securities under this Agreement.

Section 12.     Miscellaneous.

(a)     Energy PLC and EnCap LP agree, and each other Holder of 
Registrable Securities (including Registrable Securities in any registration 
statement filed pursuant to this Agreement) will be deemed to have agreed, as 
follows:

(i)     if any Registrable Securities are being registered in any 
registration pursuant to this Agreement, the Holder thereof will comply 
with all anti-stabilization, manipulation and similar provisions of 
Section 10 of the Exchange Act, as amended, and any rules promulgated 
thereunder by the Commission and, at the request of the Company, will 
execute and deliver to the Company and to any underwriter participating 
in such offering, an appropriate agreement to such effect; and

(ii)     at the end of any period during which the Company is 
obligated to keep a registration statement current and effective as 
described herein, the Holders of Registrable Securities included in the 
registration statement shall discontinue sales thereof pursuant to such 
registration statement.

(b)     All questions concerning the construction, validity and 
interpretation of this Agreement shall be governed by the internal law, and 
not the law of conflicts, of the State of Texas.

(c)     All covenants and agreements in this Agreement by or on behalf of 
any of the parties hereto will bind and inure to the benefit of the respective 
successors and assigns of the parties hereto.  In addition, the rights and 
obligations under this Agreement shall automatically be transferred to and 
binding on any transferee or assignee of the Registrable Securities; provided, 
that (i) the Company is, within a reasonable time after such transfer, 
furnished with written notice of the name and address of such transferee or 
assignee and the Registrable Securities with respect to which such 
registration rights are being transferred or assigned, (ii) such transferee or 
assignee agrees in writing to be bound by and subject to the terms and 
conditions of this Agreement and (iii) the transfer and assignment of the 
subject Registrable Securities is in compliance with the Securities Act and 
applicable state securities laws or an exemption from the registration 
requirements of the Securities Act and applicable state securities laws.

(d)     This Agreement is intended by the parties as a final expression of 
their agreement and intended to be a complete and exclusive statement of the 
agreement and understanding of the parties hereto in respect of the subject 
matter herein contained.  There are no restrictions, promises, warranties or 
undertakings, other than those set forth or referred to herein, with respect 
to the registration rights granted by the Company to the Holders of the 
Registrable Securities.  This Agreement supersedes all prior agreements and 
understandings between the parties with respect to such subject matter.

(e)     All notices, demands or other communications to be given or 
delivered under or by reason of the provisions of this Agreement shall be in 
writing and shall be deemed to have been given when delivered personally or 
sent by reputable express courier service (charges prepaid), or mailed to the 
recipient by certified or registered mail, return receipt requested and 
postage prepaid, or sent by telefax, to the parties at the following address 
(or to such other address or to the attention of such other person as the 
recipient party has specified by prior like notice to the sending party):

If to the Company:

Future Petroleum Corporation
2351 West Northwest Highway
Dallas, Texas  75220
Telecopier No.: (214)350-8382
Attention: Carl Price

If to Energy PLC or EnCap LP:

c/o EnCap Investments L.C.
1100 Louisiana
Suite 3150
Houston, Texas  77002
Telecopier No.:  (713) 659-6130
Attention:  Gary R. Petersen, Managing Director

(f)     If any provision of this Agreement is held to be unenforceable, 
this Agreement shall be considered divisible and such provision shall be 
deemed inoperative to the extent it is deemed unenforceable, and in all other 
respects this Agreement shall remain in full force and effect; provided, 
however, that if any such provision may be made enforceable by limitation 
thereof, then such provision shall be deemed to be so limited and shall be 
enforceable to the maximum extent permitted by applicable law.

(g)     This Agreement may be executed by the parties hereto in any number 
of counterparts, each of which shall be deemed an original, but all of which 
shall constitute one and the same agreement.  Each counterpart may consist of 
a number of copies hereof each signed by less than all, but together signed by 
all, the parties hereto.

(h)     Each Holder of Registrable Securities, in addition to being 
entitled to exercise all rights granted by law, including recovery of damages, 
will be entitled to specific performance of its rights under this Agreement.  
The Company agrees that monetary damages would not be adequate compensation 
for any loss incurred by reason of breach by it of the provisions of this 
Agreement and hereby agrees to waive (to the extent permitted by law) the 
defense in any action for specific performance that a remedy of law would be 
adequate.

(i)     In any action or proceeding brought to enforce any provision of 
this Agreement, or where any provision hereof is validly asserted as a 
defense, the successful party shall be entitled to recover reasonable 
attorneys' fees in addition to any other available remedy.

(j)     The Company agrees to remove any stop transfer orders and similar 
instructions and any legends on certificates representing Registrable 
Securities describing transfer restrictions applicable to such securities upon 
the sale of such securities (i) pursuant to an effective Registration 
Statement under the Securities Act or (ii) in accordance with the provisions 
of Rule 144 under the Securities Act.

(k)     This Agreement may be amended, modified, supplemented, restated or 
discharged (and provisions hereof may be waived) only by an instrument in 
writing signed by the Company and the Holders of not less than 95% of the 
number of Registrable Securities then outstanding.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the 
date first written above.


FUTURE PETROLEUM  CORPORATION, a Utah 
corporation


By: /s/ Carl Price         
Name: Carl Price
Title:   President

ENERGY CAPITAL INVESTMENT COMPANY PLC

By: /s/ Gary R. Petersen
Name: Gary R. Petersen
Title : Director

ENCAP EQUITY 1994 LIMITED PARTNERSHIP

By:     EnCap Investments L.C., General 
Partner

By: /s/ Gary R. Petersen         
Name: Gary R. Petersen
Title:   Managing Director