EXHIBIT 10.6



                      AMENDED AND RESTATED
                 EXECUTIVE EMPLOYMENT AGREEMENT


     THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this 
"Agreement") is entered into as of August 14, 1998, (the "Effective Date"), by 
and between FUTURE PETROLEUM CORPORATION, a Utah corporation (the "Employer"), 
and B. CARL PRICE (the "Executive").


RECITALS

     WHEREAS, the Executive and the Employer entered into an Executive 
Employment Agreement dated as of November 18, 1997 (the "Original Agreement"), 
and

     WHEREAS, the Executive and the Employer desire to amend and restate the 
Original Agreement in its entirety; and

     WHEREAS, the Executive desires employment as an employee of the Employer, 
and the Employer desires to employ the Executive, under the terms and 
conditions hereof.


AGREEMENT

     NOW THEREFORE, in consideration of the mutual covenants herein contained, 
the parties agree as follows:


                                ARTICLE I
                      ASSOCIATION AND RELATIONSHIP

     1.1     Nature of Employment.  The Employer hereby employs the Executive 
and the Executive hereby accepts employment from the Employer upon the terms 
and conditions set forth herein.

     1.2     Full Time Services.  The Executive shall devote his full working 
time, attention, and services to the business and affairs of the Employer and 
shall not, without the Employer's written consent, be engaged during the term 
of this Agreement in any other substantial business activity other than normal 
investment activities, whether or not such business activity is pursued for 
gain, profit, or other pecuniary advantages, that significantly interferes or 
conflicts with the reasonable performance of his duties hereunder.

     1.3     Duties.  During the term of this Agreement, the Executive shall 
be employed by the Employer and shall initially occupy the office of President 
and shall serve as the Employer's chief executive officer.  The Executive 
agrees to serve in such offices or positions with the Employer or any 
subsidiary of the Employer and such substitute or further offices or positions 
of substantially consistent rank and authority as shall, from time to time, be 
determined by the Employer's board of directors.  The Executive agrees to 
perform such duties appropriate for an executive officer of the Employer as 
may be assigned to him from time to time by the Employer and as described in 
the Employer's bylaws.  The Employer shall direct, control, and supervise the 
duties and work of the Executive.

     1.4     Satisfaction of the Employer.  The Executive agrees that he will, 
at all times faithfully, promptly, and to the best of his ability, experience, 
and talent, perform all of the duties that may be required of him pursuant to 
the express and implicit terms hereof.  Such duties shall be rendered at 
Dallas, Texas, and, on a temporary basis, at such other place or places as the 
interests, needs, business, and opportunities of the Employer shall require or 
make advisable; provided, however, that Executive shall not be required to 
move his residence from Dallas, Texas without the mutual consent of the 
Employer and the Executive and the reimbursement by the Employer of all 
expenses incurred by the Executive in connection with such move.

     1.5     Compliance with Rules.  The Executive shall observe and comply 
with the rules and regulations of the Employer respecting its business and 
shall carry out and perform orders, directions, and policies of the Employer 
as they may be from time to time communicated to the Executive either orally 
or in writing.  The Executive shall further observe and comply with all 
applicable rules, regulations, and laws governing the business of the 
Employer.

                            ARTICLE II
                   COMPENSATION AND BENEFITS

     2.1     Compensation.  For all services rendered by the Executive 
pursuant to this Agreement, the Employer shall compensate the Executive as 
follows:

          (a)     Salary.  The Executive shall be paid in accordance with the 
normal payroll practice of the Employer annual compensation in the 
amount of One Hundred Twenty-Five Thousand Dollars ($125,000.00).

          (b)     Salary Escalation.  The rate of salary may be further or 
otherwise increased at any time and in such amount as the board of 
directors or the designated compensation committee thereof may determine 
appropriate, based on results of operations, increased activities of the 
Employer, or such other factors as the board of directors or the 
designated compensation committee thereof may deem appropriate.

          (c)     Bonus. The Employer shall provide the Executive with 
incentive compensation in the form of cash or stock bonuses not less 
often than once each year during the term of this Agreement.  The amount 
of such bonuses shall be determined in the sole discretion of the board 
of directors of the Employer or the designated compensation committee 
thereof taking into consideration the growth and profitability of the 
Employer, the relative contribution by the Executive to the business of 
the Employer, the economy in general, and such other factors as the 
board of directors or designated compensation committee deems relevant.

       (d)     Stock Purchase.  The Executive may, at his option, forego 
receipt of a portion of the salary and/or bonus otherwise payable to the 
Executive hereunder, whereupon such foregone amount shall be deemed to 
be paid by the Executive to the Employer as the purchase price for 
shares of common stock of the Employer. The portion of the Executive's 
salary as to which the Executive may forego pursuant to this section 
shall be determined in the sole discretion of the Executive. The 
purchase price for the shares of common stock of the Employer under this 
section shall be equal to (a) for compensation relating to the period 
beginning on the date of the Original Agreement and ending December 31, 
1998, $0.42 per share (the average midpoint price between bid and ask 
for the five (5) days prior to the date of the Original Agreement); and 
(b) for compensation relating to the period beginning on January 1, 
1999, and thereafter, the average midpoint price between bid and ask for 
the last five (5) days of the calendar year prior to the year to which 
the foregone compensation relates. All shares purchased by the Executive 
under this section shall be delivered to the Executive on or before 
January 31 of the year following the year in which the services for 
which compensation is payable hereunder were performed.

          (e)     Incentive Compensation.  The Employer shall grant to the 
Executive pursuant to the terms of the 1993 Employee Incentive Plan of 
the Employer, options to purchase 250,000 shares of common stock of the 
Employer, at an exercise price per share equal to the average midpoint 
price between the bid and ask prices of the Employer's common stock for 
the five (5) trading days preceding the Effective Date of this 
Agreement. The options shall be 100% vested as of the date hereof and 
shall expire on the date that is ten years from the date hereof.

          (f)     Anti-Dilution.  In addition to all other compensation 
payable to the Executive hereunder, on each anniversary date of this 
Agreement, the Employer shall grant to the Executive options to purchase 
shares of common stock of the Employer equal to twelve percent (12%) 
multiplied by the difference between (i) the issued and outstanding 
shares of common stock together with all shares of common stock issuable 
on exercise or conversion of all options, warrants and other securities 
convertible or exercisable into common stock on a fully diluted basis, 
less (ii) the shares of common stock held by the Executive together with 
all options, warrants and other securities convertible or exercisable 
into common stock held by the Executive. The exercise price of such 
options shall be the average midpoint price between the bid and ask 
prices of the Employer's common stock for the five (5) trading days 
preceding the date of each such grant. The options shall be 100% vested 
as of the date of grant and shall expire on the date that is ten years 
from the date of grant.

          (g)     Other Benefits.  The Employer shall additionally provide to 
the Executive incentive, retirement, pension, profit sharing, stock 
option, health, medical, or other employee benefit plans which are 
consistent with and similar to such plans provided by the Employer to 
its employees generally.  All costs of such plans shall be an expense of 
the Employer and shall be paid by the Employer.

     2.2     Continuation of Compensation During Disability. If the Executive 
is unable to perform his services by reason of disability due to illness or 
incapacity for a period of more than six (6) consecutive months, the 
compensation thereafter payable to him during the next succeeding consecutive 
three (3) month period shall be one-half of the compensation provided for in 
Section 2.1(a) hereof (as adjusted pursuant to Section 2.1(b)), and during the 
following consecutive three (3) month period shall be one-fourth of the salary 
provided for in Section 2.1(a) (as adjusted pursuant to Section 2.1(b)); 
provided, however, that no such compensation shall be payable after the 
termination of this Agreement.  During such initial six (6) consecutive month 
period of disability, the Executive shall be entitled to receive incentive 
compensation at the same annual rate as incentive compensation, if any, earned 
with respect to the Employer's fiscal year last preceding the date such 
illness or incapacity commenced.  Notwithstanding the foregoing, if such 
illness or incapacity does not cease to exist within the twelve (12) 
consecutive month period provided herein, the Executive shall not be entitled 
to receive any further compensation from the Employer and the Employer may 
thereupon terminate this Agreement. For purposes of this Agreement, the 
Executive is "disabled" when he is unable to continue his normal duties of 
employment, by reason of a medically determined physical or mental impairment.  
In determining whether or not the Executive is disabled, the Employer may rely 
upon the opinion of any doctor or practitioner of any recognized field of 
medicine or psychiatric practice selected jointly by the Employer and the 
Executive and such other evidence as the Employer deems necessary.

     2.3     Working Facilities.  The Employer shall provide to the Executive 
at the Employer's principal executive offices suitable executive offices and 
facilities appropriate for his position and suitable for the performance of 
his responsibilities.

     2.4     Vacations and Meetings.  The Executive shall be entitled each 
year to a paid vacation of at least four (4) weeks and to attendance at 
appropriate meetings and conventions of such duration and at such time as may 
be in accordance with the Employer's policy.  Vacations shall be taken by the 
Executive at a time and with starting and ending dates mutually convenient to 
the Employer and the Executive.  Vacations or portions of vacations not used 
in one employment year shall carry over to the succeeding employment year, but 
shall thereafter expire if not used within such succeeding year.

     2.5     Expenses. The Employer will reimburse the Executive for expenses 
incurred in connection with the Employer's business, including expenses for 
travel, lodging, meals, beverages, entertainment, and other items.  The 
Executive shall provide the following for all  expenses for which the 
Executive desires reimbursement:

     (a)     A report in which the Executive has recorded at or near the 
time each expenditure was made:  (i) the amount of the expenditure; 
(ii) the time, date, place and designation of the type of entertainment, 
travel or other expense; (iii) the business reason for the expenditure 
and the nature of the business benefit derived or expected to be derived 
as a result of the expenditure; and (iv) the names, occupations, 
addresses and other information concerning each person who was 
entertained sufficient to establish the business relationship to the 
Employer; and

     (b)     Documentary evidence (such as receipts or paid bills), 
which states sufficient information to establish the amount, date, place 
and the essential character of the expenditure, for each expenditure:  
(i) of twenty-five dollars ($25.00) or more (except for transportation 
charges if not readily available); and (ii) for lodging while traveling 
away from home.

     2.6     Dues and Club Memberships.  The Employer shall assume and pay 
reasonable dues of the Executive in local, state, and national societies and 
associations, and in such other clubs and organizations, as shall be approved 
and authorized by the Employer.

     2.7     Automobile.  The Employer shall provide to the Executive, at the 
election of the Executive, either (a) a company vehicle of a type suitable for 
the Executive's position, insured at the Employer's expense, for the exclusive 
use of the Executive; or (b) reimbursement of the costs and expenses, 
including insurance, of purchasing or leasing and maintenance of the 
Executive's personal vehicle.

     2.8     Payroll Taxes.  The Employer shall withhold from the Executive's 
compensation hereunder all federal and state payroll taxes and income taxes on 
compensation paid to the Executive and shall provide an accounting to the 
Executive for such amounts withheld.


                                ARTICLE III
             COVENANT TO NOT DISCLOSE CONFIDENTIAL INFORMATION

     3.1     Definition of Confidential Information.  For purposes of this 
Agreement, the term "Confidential Information" does not apply to information 
generally available to the public or to businesses in the oil and gas 
exploration and development industry, but otherwise shall mean information in 
written or electronic form under the care or custody of the Executive as a 
direct or indirect consequence of or through his employment with the Employer, 
including, but not limited to, the special proprietary and economic 
information regarding the business, methods, and operation of the Employer 
that is designated by the Employer as "Limited," "Private," or "Confidential"  
or similarly designated or for which there is any reasonable basis to be 
believed is, or which appears to be, treated by the Employer as confidential.

     3.2     Protection of Goodwill.  The Executive acknowledges that in the 
course of carrying out, performing, and fulfilling his responsibilities to the 
Employer, the Executive will be given access to and be entrusted with 
Confidential Information relating to the Employer's business.  The Executive 
recognizes that (i) the goodwill of the Employer depends upon, among other 
things, its keeping the Confidential Information confidential and that 
unauthorized disclosure of the Confidential Information would irreparably 
damage the Employer; and (ii) disclosure of any Confidential Information to 
competitors of the Employer or to the general public would be highly 
detrimental to the Employer.  The Executive further acknowledges that in the 
course of performing his obligations to the Employer he will be a 
representative of the Employer to many clients or other persons and, in some 
instances, the Employer's primary contact with such clients or other persons, 
and as such will be responsible for maintaining or enhancing the business 
and/or goodwill of the Employer with those clients or other persons.

     3.3     Covenants Regarding Confidential Information.  In further 
consideration of the employment of the Executive by the Employer and in 
consideration of the compensation to be paid to the Executive during his 
employment, the Executive hereby agrees as follows:

          (a)     Nondisclosure of Confidential Information.  The Executive 
will not, during his employment with the Employer or at any time after 
termination of his employment, irrespective of the time, manner, or 
cause of termination, use, disclose, copy, or assist any other person or 
firm in the use, disclosure, or copying, of any Confidential 
Information.

          (b)     Return of Confidential Information.  All files, records, 
documents, drawings, equipment, and similar items, whether in written or 
electronic form,  relating to the business of the Employer, whether 
prepared by the Executive or otherwise coming into his possession, shall 
remain the exclusive property of the Employer and shall not be removed 
from the premises of the Employer, except where necessary in carrying 
out the business of the Employer, without the prior written consent of 
the Employer.  Upon termination of the Executive's employment, the 
Executive agrees to deliver to the Employer all Confidential Information 
and all copies thereof along with any and all other property belonging 
to the Employer whatsoever.


                             ARTICLE IV
                      ENFORCEMENT OF COVENANTS

     4.1     Relief.  The Executive agrees that a breach or threatened breach 
on his part of any covenant contained in this Agreement will cause such damage 
to the Employer as will be irreparable and for that reason, the Executive 
further agrees that the Employer shall be entitled as a matter of right to an 
injunction out of any court of competent jurisdiction restraining any further 
violation of such covenants by the Executive, his employers, employees, 
partners, or agents.  The right to injunction shall be cumulative and in 
addition to whatever other remedies the Employer may have, including, 
specifically, recovery of damages.

     4.2     Survival of Covenants.  Subject to Article V below, in the event 
the Executive's employment relationship with the Employer is terminated, with 
or without cause, the covenants contained in Article III above shall survive 
for a period of one (1) year after such termination.


                                  ARTICLE V
                             TERM AND TERMINATION

     5.1     Term.  Except as provided herein, the term of this Agreement 
shall be for a period of three (3) years commencing on the Effective Date and 
shall automatically be extended for an additional one (1) year upon each 
anniversary date of the Effective Date unless otherwise terminated pursuant to 
the terms hereof.

     5.2     Termination.  The Executive's employment hereunder may be 
terminated without any breach of this Agreement only under the following 
circumstances:

          (a)     Termination for Cause.  The Employer shall have the right, 
without further obligation to the Executive other than for compensation 
previously accrued, to terminate this Agreement for cause ("Cause") by 
showing that (i) the Executive has materially breached the terms hereof; 
(ii) the Executive, in the determination of the board, has been grossly 
negligent in the performance of his duties; (iii) the Executive has 
substantially failed to meet written standards established by the 
Employer for the performance of his duties; (iv) the Executive has 
engaged in material willful or gross misconduct in the performance of 
his duties hereunder; or (v) a final non-appealable conviction of or a 
plea of guilty or nolo contendere by the Executive to a felony or 
misdemeanor involving fraud, embezzlement, theft, or dishonesty or other 
criminal conduct against the Employer has been entered.  Notwithstanding 
the foregoing, the Executive shall not be deemed to have been terminated 
for Cause, without (x) reasonable written notice to the Executive 
setting forth the reasons for the Employer's intention to terminate for 
Cause; (y) an opportunity for the Executive, together with his counsel, 
to be heard before the full board of directors of the Employer; and (z) 
delivery to the Executive of written notice of termination setting forth 
the finding that in the good faith opinion of the board of directors the 
Executive was guilty of Cause and specifying the particulars thereof in 
detail.

          (b)     Termination upon Death or Disability of the Executive.  This 
Agreement shall terminate immediately upon the Executive's death or upon 
the disability of the Executive after termination of pay as set forth in 
Section 2.2.

          (c)     Termination Upon Change of Control.  Notwithstanding any 
provision of this Agreement to the contrary, the Executive may terminate 
this Agreement, but not the covenant not to disclose information set 
forth in Article III, upon the happening of any of the following events:

          (i)     The sale by the Employer of substantially all of its 
assets to a single purchaser or to a group of associated 
purchasers;

          (ii)     The sale, exchange, or other disposition to a single 
person or group of persons under common control in one transaction 
or series of related transactions resulting in such person or 
persons owning, directly or indirectly, greater than thirty-three  
percent (33%) of the combined voting power of the outstanding 
shares of the Employer's common stock;

          (iii)     More than fifty percent (50%) of the members of the 
board of directors of the Employer shall be persons who are 
neither nominated for election by the board or an authorized 
committee of the board nor elected by the board;

          (iv)     The decision by the Employer to terminate its 
business and liquidate its assets;

          (v)     The merger or consolidation of the Employer in a 
transaction in which the shareholders of the Employer immediately 
prior to such merger or consolidation receive less than fifty 
percent (50%) of the outstanding voting shares of the new or 
continuing corporation; or

          (vi)     A person (within the meaning of Section 3(a)(9) or Section 
13(d)(3), as in effect on the date hereof, of the Securities 
Exchange Act of 1934 (the "Exchange Act")) shall become the 
beneficial owner (within the meaning of rule 13d-3 of the Exchange 
Act as in effect on the date hereof) of fifty percent (50%) or 
more of the outstanding voting securities of the Employer.

     In the event the Executive does not elect to terminate this Agreement 
upon the happening of any of the events noted above, and as a result of 
such event, the Employer is not the surviving entity, then the 
provisions of this Agreement shall inure to the benefit of and be 
binding upon the surviving or resulting entity.  If as a result of the 
merger, consolidation, transfer of assets, or other event listed above, 
the duties of the Executive are increased, then the compensation of the 
Executive provided for in Section 2.1 of this Agreement shall be 
reasonably adjusted upward to compensate for the additional duties and 
responsibilities assumed.

          (d)     Termination by the Executive for Cause.  The Executive shall 
have the right to terminate this Agreement in the event of (i) the 
Employer's intentional breach of any covenant or term of this Agreement, 
but only if the Employer fails to cure such breach within twenty (20) 
days following the receipt of notice by the Executive setting forth the 
conditions giving rise to such breach; (ii) an assignment to the 
Executive of any duties inconsistent with, or a significant change in 
the nature or scope of, the Executive's authorities or duties from those 
authorities and duties held by the Executive as of the date hereof and 
as increased from time to time; or (iii) the failure by the Executive to 
obtain the assumption of the commitment to perform this Agreement by any 
successor corporation.

     5.3     Termination Payments.  

          (a)     Termination Other than for Cause.  In the event that the 
Executive's employment is terminated by the Employer during the term 
hereof for reasons other than Cause as defined in Section 5.2(a) or the 
Executive terminates this Agreement in accordance with Section 5.2(c) or 
Section 5.2(d), the Employer shall:

          (i)     Pay to the Executive all amounts accrued through the date of 
termination, any unreimbursed expenses incurred pursuant to 
Section 2.5 of this Agreement, and any other benefits specifically 
provided to the Executive under any benefit plan.

          (ii)     Pay to the Executive an amount equal to two (2) times 
the Executive's then current annual salary.

          (iii)     At the election of the Executive, pay to the 
Executive an amount equal to the number of shares subject to such 
holder's unexercised options, whether or not vested, times the 
amount by which the "Fair Market Value" of the Employer's common 
stock exceeds the exercise price of such options. Fair Market 
Value shall mean the closing price for such stock on the close of 
business on the trading day last preceding the date of such 
termination as quoted on a registered national securities exchange 
or, if not listed on such an exchange, the Nasdaq Stock Market 
("Nasdaq") of the National Association of Securities Dealers, 
Inc., or, if not listed on such an exchange or included on Nasdaq, 
the closing price (or, if no closing price is available from 
sources deemed reliable by the Company, the closing bid quotation) 
for such stock as determined by the Company through any other 
reliable means of determination available on the close of business 
on the trading day last preceding the date of such termination.  
If the Executive elects to receive payment as provided above for 
Executive's unexercised options, on payment to the Executive of 
the amount due from the Employer, the rights to exercise options 
with respect to which he has received payment shall terminate.  If 
the Executive elects not to receive payment as provided above for 
the Executive's unexercised options, all forfeiture restrictions 
governing stock or options held by the Executive shall immediately 
terminate and such common stock or options shall be fully vested 
and held free from forfeiture by the Executive.

          (iv)     Maintain in full force and effect, for the continued 
benefit of the Executive for the number of years (including 
partial years) remaining in the term of employment hereunder, all 
employee benefit plans and programs in which the Executive was 
entitled to participate immediately prior to the date of 
termination, provided that the Executive's continued participation 
is possible under the general terms and provisions of such plans 
and programs.  In the event that the participation of the 
Executive and his family in the Employer's group health plan 
and/or life insurance program is barred, the Employer shall 
provide the Executive and his family with benefits substantially 
similar to those which the Executive would otherwise have been 
entitled to receive under such plan and program from which his 
continued participation is barred.

          (b)     Termination upon Death of the Executive.  If the Executive 
dies during the term of this Agreement, the Employer shall pay to the 
estate of the Executive the following:

          (i)     All amounts accrued through the date of termination, any 
unreimbursed expenses incurred pursuant to Section 2.5 of this 
Agreement, and any other benefits specifically provided to the 
Executive under any benefit plan; and

          (ii)     In six (6) equal monthly installments commencing on the 
first day of the month immediately following the month in which 
the Executive dies, an amount equal to one (1) year's then current 
salary provided for in Section 2.1(a) (as adjusted pursuant to 
Section 2.1(b)) of this Agreement, and payment of the pro rata 
portion of the incentive compensation which would have been 
payable pursuant to Section 2.1(c), based upon the number of full 
months of his employment during the year of his death.

          (c)     Termination for Cause or Termination by the Executive.  If 
the Executive terminates this Agreement for any reason other than in 
accordance with the provisions of Section 5.2(c) or Section 5.2(d) of 
this Agreement, or if the Employer terminates this Agreement on account 
of Cause, the Employer shall deliver to the Executive, within ninety 
(90) days following the effective date of such termination, all amounts 
accrued through the date of termination, any unreimbursed expenses 
incurred pursuant to Section 2.5 of this Agreement, and any other 
benefits specifically provided to the Executive under any benefit plan.  
The Employer shall have no further obligation to the Executive.

     5.4     Resignation upon Termination.  Upon the termination of this 
Agreement for any reason, the Executive hereby agrees to resign from all 
positions held in the Employer or an affiliate of the Employer, including 
without limitation any position as an officer, agent, or trustee of the 
Employer or any affiliate of the Employer.


                                ARTICLE VI
                               MISCELLANEOUS

     6.1     Exit Interview.  To insure a clear understanding of this 
Agreement, including but not limited to the protection of the Employer's 
business interests, the Executive agrees, at no additional expense to the 
Executive, to engage in an exit interview with the Employer at a reasonable 
time and place designated by the Employer.

     6.2     Severability.  If any one or more of the provisions contained in 
this Agreement shall for any reason be held to be invalid, illegal, or 
unenforceable in any respect, such invalidity, illegality, or unenforceability 
shall not affect the validity and enforceability of any other provisions 
hereof. Further, should any provisions within this Agreement ever be reformed 
or rewritten by a judicial body, those provisions as rewritten shall be 
binding upon the Employer and the Executive.

     6.3     Right of Setoff.  The Employer and the Executive shall each be 
entitled, at its option and not in lieu of any other remedies to which it may 
be entitled, to set off any amounts due from the other or any affiliate of the 
other against any amount due and payable by such person or any affiliate of 
such person pursuant to this Agreement or otherwise.

     6.4     Representations and Warranties of the Executive. The Executive 
represents and warrants to the Employer that (a) the Executive understands and 
voluntarily agrees to the provisions of this Agreement; (b) the Executive is 
not aware of any existing medical condition which might cause him to be or 
become unable to fulfill his duties under this Agreement; and (c) the 
Executive is free to enter into this Agreement and has no commitment, 
arrangement or understanding to or with any third party that restrains or is 
in conflict with this Agreement or that would operate to prevent the Executive 
from performing the services to the Employer that the Executive has agreed to 
provide hereunder.

     6.5     Succession.  This Agreement and the rights and obligations 
hereunder shall be binding upon and inure to the benefit of the parties hereto 
and their respective legal representatives, and shall also bind and inure to 
the benefit of any successor of the Employer by merger or consolidation or any 
assignee of all or substantially all of its property.  

     6.6     Assignment.  Except to any successor or assignee of the Employer 
as provided in Section 6.5, neither this Agreement nor any rights or benefits 
hereunder may be assigned by either party hereto without the prior written 
consent of the other party.  Neither the Executive, the Executive's spouse, 
the Executive's designated contingent beneficiary, nor their estates shall 
have any right to anticipate, encumber, or dispose of any payment due under 
this Agreement.  Such payments and other rights are expressly declared 
nonassignable and nontransferable, except as specifically provided herein.

     6.7     Reimbursement of Expenses. In the event that it shall be 
necessary or desirable for the Executive to retain legal counsel and/or incur 
other costs and expenses in connection with the enforcement of any and all of 
the Executive's rights under this Agreement, the Executive shall be entitled 
to recover from the Employer reasonable attorneys' fees, costs, and expenses 
incurred by the Executive in connection with the enforcement of said rights.  
Payment shall be made to the Executive by the Employer at the time such 
attorneys' fees, costs, and expenses are incurred by the Executive.  If, 
however, the Executive does not prevail in such enforcement action, the 
Executive shall repay any such payments to the Employer and shall reimburse 
the Employer for reasonable attorneys' fees, costs and expenses incurred by 
the Employer in connection with such action.  Further, the Executive shall 
reimburse the Employer for any attorneys' fees and all other costs and 
expenses incurred by the Employer in any action brought by the Employer 
relating to the enforcement of this Agreement in which the Employer is the 
prevailing party.  Fees payable hereunder shall be in addition to any other 
damages, fees, or amounts provided for herein.

     6.8     Indemnification.  The Employer shall indemnify the Executive and 
hold the Executive harmless from liability for acts or decisions made by the 
Executive while performing services for the Employer to the greatest extent 
permitted by applicable law.  The Employer shall use its best efforts to 
obtain coverage for the Executive under any insurance policy now in force or 
hereafter obtained during the term of this Agreement insuring officers and 
directors of the Employer against such liability.  The Executive agrees to 
indemnify and to hold the Employer harmless from any and all damages, losses, 
claims, liabilities, costs, or expenses arising from the Executive's acts or 
omissions in violation of his duties under this Agreement which constitute 
fraud, gross negligence, or willful and knowing violations of the terms of 
this Agreement.

     6.9     Notices.  Any notices or other communications required or 
permitted under this Agreement shall be sufficiently given if personally 
delivered, if sent by facsimile or telecopy transmission or other electronic 
communication confirmed by sending a copy thereof by United States mail, if 
sent by United States mail, registered or certified, postage prepaid, or if 
sent by prepaid overnight courier addressed as set forth on the signature page 
hereto or such other addresses as shall be furnished in writing by any party 
in the manner for giving notices hereunder, and any such notice or 
communication shall be deemed to have been given as of the date so delivered 
or sent by facsimile or telecopy transmission or other electronic 
communication, one (1) day after the date so sent by overnight courier, or 
three (3) days after the date of deposit in the United States mail.

     6.10     Entire Agreement.  This Agreement contains the entire agreement 
between the parties hereto with respect to the subject matter contained 
herein.  No change, addition, or amendment shall be made except by written 
agreement signed by the parties hereto.

     6.11     Waiver of Breach.  The failure by any party to insist upon the 
strict performance of any covenant, duty, agreement, or condition of this 
Agreement or the failure to exercise any right or remedy consequent upon a 
breach hereof shall not constitute a waiver of any such breach or of any 
covenant, agreement, term, or condition and the waiver by either party hereto 
of a breach of any provision of this Agreement shall not operate or be 
construed as a waiver of any subsequent breach by any party.

     6.12     Multiple Counterparts.  This Agreement has been executed in a 
number of identical counterparts, each of which for all purposes is to be 
deemed an original, and all of which constitute, collectively, one agreement.  
In making proof of this Agreement, it shall not be necessary to produce or 
account for more than one such counterpart.

     6.13     Descriptive Headings.  In the event of a conflict between titles 
to articles and paragraphs and the text, the text shall control.

     6.14     Governing Law.  The laws of the state of Texas shall govern the 
validity, construction, enforcement, and interpretation of this Agreement.

     Signed and delivered to be effective as of the Effective Date set forth 
above.

                                   EMPLOYER:

Address:                           Future Petroleum Corporation
2351 West Northwest Highway, Suite 2130
Dallas, Texas  75220
                                   By:/s/ B. Carl Price       
                                   Name: B. Carl Price
                                   Title: President


Address:                           EXECUTIVE:
P.O. Box 25253
Dallas, Texas  75225
                                   /s/ B. Carl Price      
                                   B. Carl Price