EXHIBIT 2.1

                    PURCHASE AND SALE AGREEMENT


                       Dated May 1, 1998

                       By and Among

              Future Petroleum Corporation, a Utah Corporation;

                Energy Capital Investment Company PLC, 
                  an English investment company;

                EnCap Equity 1994 Limited Partnership,
                  a Texas limited partnership; and

                     NCI Enterprises, Inc.,
                      a Texas corporation

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                         TABLE OF CONTENTS

                                                                 Page



RECITALS:                                                        1

ARTICLE I  Definitions, References and Construction              2
Section 1.1.  Certain Defined Terms                              2
Section 1.2.  References and Construction                        4

ARTICLE II  Agreement to Purchase and Sell Interests             5
Section 2.1.     Conveyance of LP Interests                      5
Section 2.2.     Purchase Price and Payment for LP Interests     5
Section 2.3.     Conveyance of GP Interest                       5
Section 2.4.     Purchase Price and Payment for GP Interest      5

ARTICLE III  Representations and Warranties of Sellers           5
Section 3.1.  Organization and Existence                         5
Section 3.2.  Power and Authority                                5
Section 3.3.  Valid and Binding Agreement                        6
Section 3.4.  Non-Contravention                                  6
Section 3.5.  Approvals                                          6
Section 3.6.  Pending Litigation                                 7
Section 3.7.  Title to Interest.                                 7
Section 3.8.  The Partnership                                    7
Section 3.9.  Investment Experience                              7
Section 3.10. Investment Intent                                  8
Section 3.11. Restricted Securities                              8
Section 3.12. Legend                                             8
Section 3.13. Accuracy of Information.                           8
Section 3.14. No Solicitation                                    9
Section 3.15. Accredited Investor                                9
Section 3.16. Disclaimer of Warranties                           9

ARTICLE IV  Representations and Warranties of Buyer              9
Section 4.1.  Organization and Existence                         9
Section 4.2.  Power and Authority                                9
Section 4.3.  Valid and Binding Agreement                       10
Section 4.4.  Non-Contravention                                 10
Section 4.5.  Approvals                                         10
Section 4.6.  Pending Litigation                                10
Section 4.7.  Knowledgeable Purchaser                           10
Section 4.8.  Closing Shares.                                   11
Section 4.9.  SEC Filings                                       11

ARTICLE V  Certain Covenants Regarding Information and 
           Confidentiality                                      11
Section 5.1.  Access to Information                             11
Section 5.2.  Confidentiality                                   12

ARTICLE VI  Conditions Precedent to the Obligations of the Parties; 
            Termination Rights                                  13
Section 6.1. Conditions Precedent to the Obligations of Buyer   13
Section 6.2. Conditions Precedent to the Obligations of Sellers 13

ARTICLE VII  Closing of Transaction                             14
Section 7.1.  The Closing                                       14
Section 7.2.  Sellers' Closing Obligations                      14
Section 7.3.  Buyer's Closing Obligations                       15
Section 7.4.  Delivery of Files                                 16
Section 7.5.  Agreement Regarding Execution and Delivery        16

ARTICLE VIII  Certain Agreements Regarding Partnership Costs and 
              Expenses and Other Matters                        16
Section 8.1.  Partnership Costs and Expenses                    16
Section 8.2.  Production Proceeds                               17

ARTICLE IX  Agreement Regarding Specified Breach                17

ARTICLE X  Notices                                              19

ARTICLE XI  Commissions                                         20

ARTICLE XII  Miscellaneous Matters                              20
Section 12.1.  Survival of Provisions                           20
Section 12.2.  Further Assurances                               20
Section 12.3.  Binding Effect; Successors and Assigns           21
Section 12.4.  Expenses                                         21
Section 12.5.  Entire Agreement                                 21
Section 12.6.  Public Statements                                21
Section 12.7.  Injunctive Relief                                21
Section 12.8.  Deceptive Trade Practices                        21
Section 12.9.  Amendments                                       22
Section 12.10. Severability                                     22
Section 12.11. No Waiver.                                       22
Section 12.12. Governing Law.                                   22
Section 12.13. Counterparts                                     22

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                PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT dated May 1, 1998, is made by and among 
Future Petroleum Corporation, a Utah corporation ("Buyer"), Energy Capital 
Investment Company PLC, an English investment company ("Energy PLC"), EnCap 
Equity 1994 Limited Partnership, a Texas limited partnership ("EnCap LP"), and 
NCI Enterprises, Inc., a Texas corporation ("NCI").

     RECITALS:

A.     Reference is herein made to NCI-Shawnee Limited Partnership, a Texas 
limited partnership (the "Partnership").

B.     NCI is the sole general partner of the Partnership and herein 
sometimes called the "GP Seller".  The interest of NCI as a general partner in 
the Partnership is herein called the "GP Interest".

C.     Energy PLC and EnCap LP are the limited partners of the Partnership 
and are herein sometimes called the "LP Sellers". The interest of Energy PLC as 
a limited partner in the Partnership is herein called the "Energy PLC LP 
Interest".  The interest of EnCap LP as a limited partner in the Partnership is 
herein called the "EnCap LP Interest".  The Energy PLC Interest and the EnCap
LP Interest are herein collectively called the "LP Interests".

D.     GP Seller and LP Sellers are herein sometime called "Sellers".  The 
GP Interest and the LP Interests are herein sometimes called the "Interests".

E.     GP Seller desires to sell to Buyer, and Buyer desires to purchase 
from GP Seller, the GP Interest, on the terms and conditions contained herein.

F.     Each LP Seller desires to sell to Buyer, and Buyer desires to 
purchase from each LP Seller, such LP Seller's respective LP Interest, on the 
terms and conditions contained herein.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing Recitals and the 
mutual covenants and agreements contained herein, Buyer and Sellers do hereby 
agree as follows:

<PAGE>1

     ARTICLE I

     Definitions, References and Construction

Section 1.1.  Certain Defined Terms.  When used in this Agreement, the 
following terms shall have the respective meanings assigned to them in this 
Section 1.1 or in the section, subsections or other subdivisions referred to 
below:

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

"Buyer" shall have the meaning assigned to such term in the introductory 
paragraph to this Agreement.

"Closing" and "Closing Date" shall have the respective meanings assigned 
to such terms in Section 7.1.

"Closing Costs" shall mean the reasonable third party out-of-pocket 
costs and expenses incurred by Buyer and LP Sellers in connection with the 
preparation, negotiation and execution of this Agreement and all related 
documents, including the fees and expenses of legal counsel to LP Sellers.

"Closing Shares" shall mean the shares of Common Stock described in 
Sections 2.2 and 2.4.

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

"Common Stock" shall mean shares of common stock of Buyer, $0.01 par 
value per share, and any shares issued or issuable with respect thereto by way 
of a stock split or in connection with a combination of shares, 
recapitalization, merger, consolidation or other reorganization.

"Consolidated" refers to the consolidation of any person, in accordance 
with GAAP, with its properly consolidated subsidiaries.  References herein to 
a person's Consolidated financial statements, financial position, financial 
condition, liabilities, etc. refer to the consolidated financial statements, 
financial position, financial condition, liabilities, etc. of such person and 
its properly consolidated subsidiaries.

"Effective Date" shall mean (a) when used with respect to the GP 
Interest, 6:59 a.m. local time on December 1, 1997, and (b) when used with 
respect to the LP Interests, 7:00 a.m. local time on December 1, 1997.

<PAGE>2

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

"Future Nevada" shall mean Future Energy Corporation, a Nevada 
corporation and a wholly-owned subsidiary of Buyer.

"Future Texas" shall mean Future Petroleum Corporation, a Texas 
corporation.

"GAAP" shall mean those generally accepted accounting principles and 
practices which are recognized as such by the Financial Accounting Standards 
Board (or any generally recognized successor) and which, in the case of Buyer 
and its Consolidated subsidiaries, are applied for all periods after the date 
hereof in a manner consistent with the manner in which such principles and 
practices were applied to the Initial Financial Statements. 

"GP Seller" shall have the meaning assigned to such term in Paragraph B 
of the Recitals hereto.

"Initial Financial Statements" shall have the meaning assigned to such 
term in Section 4.9.

"Interests" shall have the meaning assigned to such term in Paragraph D 
of the Recitals hereto.

"LP Interest" shall have the meaning assigned to such term in Paragraph 
C of the Recitals hereto.

"LP Sellers" shall have the meaning assigned to such term in Paragraph C 
of the Recitals hereto.

"Notes" shall have the meaning assigned to such term in Section 7.3(e).

"Partnership" shall have the meaning assigned to such term in Paragraph 
A of the Recitals hereto.

"Partnership Agreement" shall mean that certain Agreement of Limited 
Partnership establishing the Partnership dated as of October 28, 1994, as 
amended.

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

"Security Related Documents" shall mean the agreements, documents and 
other instruments listed in Exhibit 2.1--Security Related Documents.

<PAGE>3      

"Sellers" shall have the meaning assigned to such term in Paragraph D of 
the Recitals hereto.

Section 1.2.  References and Construction. 

(a)     All references in this Agreement to articles, sections, 
subsections and other subdivisions refer to corresponding articles, sections, 
subsections and other subdivisions of this Agreement unless expressly provided 
otherwise. 

(b)     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 in such 
subdivisions. 

(c)     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. 
 
(d)     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.

(e)     Unless the context otherwise requires or unless otherwise provided 
herein, the terms defined in this Agreement which refer to a particular 
agreement, instrument or document also refer to and include all renewals, 
extensions, modifications, amendments or restatements of such agreement, 
instrument or document, provided that nothing contained in this subsection 
shall be construed to authorize such renewal, extension, modification, 
amendment or restatement.

(f)     Examples shall not be construed to limit, expressly or by 
implication, the matter they illustrate.

(g)     The word "includes" and its derivatives means "includes, but is 
not limited to" and corresponding derivative expressions. 

(h)     No consideration shall be given to the fact or presumption that 
one party had a greater or lesser hand in drafting this Agreement. 

(i)     All references herein to "$" or "dollars" shall refer to U.S. 
Dollars.

(j)     Exhibits 2.1--Security Related Documents, 6.2(d), 7.2(a), 7.2(b), 
7.2(c), and 7.3(e) are attached hereto.  Each such Exhibit is incorporated 
herein by reference for all purposes and references to this Agreement shall 
also include such Exhibit unless the context in which used shall otherwise 
require.

<PAGE>4

                            ARTICLE II

                Agreement to Purchase and Sell Interests

Section 2.1.     Conveyance of LP Interests.  At the Closing, and on 
the terms and subject to the conditions set forth in this Agreement, each LP 
Seller shall sell to Buyer, and Buyer shall purchase and accept from the LP 
Seller, such LP Seller's LP Interest effective as of the Effective Date.

Section 2.2.     Purchase Price and Payment for LP Interests.   In 
consideration of the transfer by each LP Seller to Buyer of such LP Seller's 
LP Interest, Buyer shall tender to such LP Seller an aggregate purchase price 
consisting of (a) a promissory note in the principal amount set forth opposite 
such LP Seller's name below and (b) the number of shares of Common Stock set 
forth opposite such LP Seller's name below:

Seller                Principal Amount               No.of Shares

Energy PLC            $247,653.12                    18,762

EnCap LP              $412,346.88                    31,238

Section 2.3.     Conveyance of GP Interest.  At the Closing, and on the 
terms and subject to the conditions set forth in this Agreement, GP Seller 
shall sell to Buyer, and Buyer shall purchase and accept from GP Seller, the 
GP Interest effective as of the Effective Date.

Section 2.4.     Purchase Price and Payment for GP Interest.  In 
consideration of the transfer by GP Seller to Buyer of the GP Interest, Buyer 
shall tender to GP Seller an aggregate purchase price consisting of 150,000 
shares of Common Stock.

     
                         ARTICLE III

            Representations and Warranties of Sellers

Each Seller hereby severally and as to itself represents and warrants to 
Buyer as follows (except it is agreed that the representations and warranties 
contained in Sections 3.8(d) and 3.8(e) are being made by each LP Seller only 
to its knowledge without having made any independent investigation with 
respect to the matters referenced in such Sections):

Section 3.1.  Organization and Existence.  Such Seller is duly formed 
and validly existing under the laws of the jurisdiction of its formation.

<PAGE>5

Section 3.2.  Power and Authority.  Such Seller has all requisite  power 
and authority to execute, deliver, and perform this Agreement and each other 
agreement, instrument, or document executed or to be executed by it in 
connection with the transactions contemplated hereby to which it is a party 
and to consummate the transactions contemplated hereby and thereby.  The 
execution, delivery, and performance by such Seller of this Agreement and each 
other agreement, instrument, or document executed or to be executed by it in 
connection with the transactions contemplated hereby to which it is a party, 
and the consummation by it of the transactions contemplated hereby and 
thereby, have been duly and validly authorized by all necessary action on its 
part.  

Section 3.3.  Valid and Binding Agreement.  This Agreement has been duly 
executed and delivered by such Seller and constitutes, and each other 
agreement, instrument, or document executed or to be executed by it in 
connection with the transactions contemplated hereby to which it is a party 
has been, or when executed will be, duly executed and delivered by it and 
constitutes, or when executed and delivered will constitute, a valid and 
legally binding obligation of such Seller, enforceable against it in 
accordance with their respective terms, except that such enforceability may be 
limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, 
and similar laws affecting creditors' rights generally and (b) equitable 
principles which may limit the availability of certain equitable remedies 
(such as specific performance) in certain instances. 

Section 3.4.  Non-Contravention.  Neither the execution, delivery, and 
performance by such Seller of this Agreement and each other agreement, 
instrument, or document executed or to be executed by it in connection with 
the transactions contemplated hereby to which it is a party nor the 
consummation by it of the transactions contemplated hereby and thereby do and 
will (a) conflict with or result in a violation of any provision of the 
partnership agreement or other governing instruments of such Seller, (b) 
conflict with or result in a violation of any provision of, or constitute 
(with or without the giving of notice or the passage of time or both) a 
default under, or give rise (with or without the giving of notice or the 
passage of time or both) to any right of termination, cancellation, or 
acceleration under, any bond, debenture, note, mortgage, indenture, lease, 
contract, agreement, or other instrument or obligation to which such Seller is 
a party or by which such Seller or any of its properties may be bound, 
(c) result in the creation or imposition of any lien or other encumbrance upon 
the properties of such  Seller, or (d) violate any applicable law, rule or 
regulation binding upon such Seller.

Section 3.5.  Approvals. No consent, approval, order, or authorization 
of, or declaration, filing, or registration with, any court or governmental 
agency or of any third party is required to be obtained or made by such Seller 
in connection with the execution, delivery, or performance by such Seller of 
this Agreement and each other agreement, instrument, or document executed or 
to be executed by such Seller in connection with the transactions contemplated 
hereby to which it is a party or the consummation by it of the transactions 
contemplated hereby and thereby.

<PAGE>6

Section 3.6.  Pending Litigation.     There are no pending suits, actions, 
or other proceedings in which such Seller is a party which affect such 
Seller's Interest or which affect the execution and delivery of this Agreement 
or the consummation of the transactions contemplated hereby.

Section 3.7.     Title to Interest.  Such Seller (a) owns beneficially 
and of record such Seller's Interest and (b) has the absolute right to and, 
upon execution and delivery of the Assignment at Closing will, sell, assign, 
and transfer such Seller's Interest to Buyer free and clear of all Liens.  For 
purposes of this Section, the term "Lien" shall mean any mortgage, pledge, 
security interest, lien, option, right, restriction on transfer or encumbrance 
of any nature other than restrictions that may be imposed by any federal or 
state securities laws or those that arise under the terms of the Partnership 
Agreement.  Except by operation of this Agreement or the Partnership 
Agreement, there are no existing options, warrants, calls, subscriptions or 
other rights, agreements, commitments or claims of any nature granted or 
binding upon such Seller's granting or vesting in any party any claim or 
potential claim to such Seller's Interest.

Section 3.8.     The Partnership. 

(a)     The Partnership is duly formed and validly existing as a limited 
partnership under the laws of the State of Texas. 

(b)     The Partnership has all requisite partnership power and authority 
to own its properties and other assets and to conduct its business as 
currently conducted.

(c)     Such Seller is in compliance in all material respects with the 
terms and provisions of the Partnership Agreement.

(d)     All expenses and liabilities of the Partnership have been, and are 
being, paid timely by the Partnership in all material respects.

(e)     There are no material liabilities of the Partnership other than as 
disclosed in (i) the Partnership's audited balance sheet as of December 31, 
1996, and the related audited statements of income, stockholders' equity and 
cash flows for the year then ended, and the notes and schedules thereto, and 
(ii) the Partnership's unaudited balance sheet as of December 31, 1997, other 
than liabilities which have arisen since December 31, 1997, in the ordinary 
course of business.

<PAGE>7

Section 3.9.     Investment Experience.  Such Seller is able to bear 
the economic risks of its investment in the Closing Shares, and consequently 
without limiting the generality of the foregoing, it is able to hold the 
Closing Shares acquired pursuant to the terms hereof for an indefinite period 
of time and has a sufficient net worth to sustain a loss of all or a portion 
of its investment in the Closing Shares in the event such loss should occur.  
Such Seller has such knowledge and experience in financial and business 
matters that it is capable of evaluating the risks and merits of an investment 
in the Closing Shares.

Section 3.10.     Investment Intent.  Such Seller is acquiring the 
Closing Shares for its own account for investment and not with view to the 
distribution, resale, subdivision, or fractionalization thereof, and it has no 
present plans to enter into any contract, undertaking, agreement, or 
arrangement for any such distribution, resale, subdivision, or fractionalizat-
ion.

Section 3.11.     Restricted Securities.  Such Seller is aware that it 
must bear the economic risk of its investment in the Closing Shares for an 
indefinite period of time because the Closing Shares have not been registered 
under the Securities Act or under the securities laws of any state of the 
United States, and therefore cannot be sold unless they are subsequently 
registered under the Securities Act and any applicable state securities laws 
or unless an exemption from such registration is available.  Such Seller also 
recognizes that no U.S. federal or state agency has passed upon the Closing 
Shares to be issued hereunder to date or made any finding or determination as 
to the fairness of an investment in such shares. Such Seller agrees that the 
Closing Shares acquired by it hereunder shall not be sold, assigned, pledged, 
hypothecated or otherwise transferred unless they are registered under the 
Securities Act and applicable state securities laws or unless an exemption 
from such registration is available.

Section 3.12.     Legend.  Such Seller acknowledges that a legend in 
substantially the following form will be placed on any certificate(s) 
evidencing the Closing Shares issued hereunder: 

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT 
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR 
ANY STATE SECURITIES LAWS AND ARE "RESTRICTED SECURITIES" WITHIN 
THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT.  THE 
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD 
OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF 
AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE WITH THE SECURITIES 
ACT."

Such Seller further understands that Buyer may refuse to register transfer of 
the Closing Shares issued hereunder in the absence of compliance with Rule 144 
unless it furnishes Buyer with a "no-action" or interpretive letter from the 
Commission or an opinion of counsel reasonably acceptable to Buyer stating 
that the transfer may be effected without registration under the Securities 
Act.

Section 3.13.     Accuracy of Information.  All information which such 
Seller has provided to Buyer or its agents or representatives concerning its 
suitability to hold the Closing Shares following the transactions contemplated 
hereby is complete, accurate and correct.

<PAGE>8

Section 3.14.     No Solicitation.  Such Seller was not any time 
solicited by any leaflet, public promotional meeting, circular, newspaper or 
magazine article, radio or television advertisement, or any other form of 
general advertising or solicitation in connection with the offer, sale or 
purchase of the Closing Shares under this Agreement.

Section 3.15.     Accredited Investor.  Such Seller is an "accredited 
investor," as such term is defined in Regulation D promulgated pursuant to the 
Securities Act.

Section 3.16.  Disclaimer of Warranties.  Other than those expressly set 
out in this Article III, each Seller hereby expressly disclaims any and all 
representations or warranties with respect to such Seller's Interest or the 
transaction contemplated hereby, and Buyer agrees that such Seller is selling 
its respective Interest to Buyer  "where is" and "as is".  Specifically as a 
part of (but not in limitation of) the foregoing, Buyer acknowledges that each 
Seller has not made, and each Seller hereby expressly disclaims, any 
representation or warranty (express, implied, under common law, by statute or 
otherwise) (a) as to the condition of the Partnership's oil and gas properties 
(INCLUDING WITHOUT LIMITATION, EACH SELLER DISCLAIMS ANY IMPLIED OR EXPRESS 
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY 
TO MODELS OR SAMPLES OF MATERIALS), (b) as to the compliance by the 
Partnership with applicable environmental laws, (c) as to the status of title 
to the Partnership's oil and gas properties, or (d) as to the extent of oil, 
gas and/or other mineral reserves, the recoverability of or the cost of 
recovering any of such reserves, the value of reserves, prices (or anticipated 
prices) at which production has been or will be sold and the ability to sell 
oil or gas production from the Partnership's oil and gas properties. 

                       ARTICLE IV

          Representations and Warranties of Buyer

Buyer represents and warrants to the Sellers as follows:

Section 4.1.  Organization and Existence.  Buyer is a corporation duly 
organized, legally existing and in good standing under the laws of the State 
of Utah.

Section 4.2.  Power and Authority.  Buyer has full corporate power and 
corporate authority to execute, deliver, and perform this Agreement and each 
other agreement, instrument, or document executed or to be executed by it in 
connection with the transactions contemplated hereby to which it is a party 
and to consummate the transactions contemplated hereby and thereby.  The 
execution, delivery, and performance by Buyer of this Agreement and each other 
agreement, instrument, or document executed or to be executed by Buyer in 
connection with the transactions contemplated hereby to which it is a party, 
and the consummation by it of the transactions contemplated hereby and 
thereby, have been duly authorized by all necessary corporate action of Buyer. 

<PAGE>9

Section 4.3.  Valid and Binding Agreement.  This Agreement has been duly 
executed and delivered by Buyer and constitutes, and each other agreement, 
instrument, or document executed or to be executed by Buyer in connection with 
the transactions contemplated hereby to which it is a party has been, or when 
executed will be, duly executed and delivered by Buyer and constitutes, or 
when executed and delivered will constitute, a valid and legally binding 
obligation of Buyer, enforceable against it in accordance with their 
respective terms, except that such enforceability may be limited by 
(a) applicable bankruptcy, insolvency, reorganization, moratorium, and similar 
laws affecting creditors' rights generally and (b) equitable principles which 
may limit the availability of certain equitable remedies (such as specific 
performance) in certain instances. 

Section 4.4.  Non-Contravention.  The execution, delivery, and 
performance by Buyer of this Agreement and each other agreement, instrument, 
or document executed or to be executed by Buyer in connection with the 
transactions contemplated hereby to which it is a party and the consummation 
by it of the transactions contemplated hereby and thereby do not and will not 
(a) conflict with or result in a violation of any provision of the charter or 
bylaws or other governing instruments of Buyer, (b) conflict with or result in 
a violation of any provision of, or constitute (with or without the giving of 
notice or the passage of time or both) a default under, or give rise (with or 
without the giving of notice or the passage of time or both) to any right of 
termination, cancellation, or acceleration under, any bond, debenture, note, 
mortgage, indenture, lease, contract, agreement, or other instrument or 
obligation to which Buyer is a party or by which Buyer or any of its 
properties may be bound, (c) except as contemplated by this Agreement, result 
in the creation or imposition of any lien or other encumbrance upon the 
properties of Buyer, or (d) violate any applicable law, rule or regulation 
binding upon Buyer.

Section 4.5.  Approvals.  No consent, approval, order, or authorization 
of, or declaration, filing, or registration with, any court or governmental 
agency or of any third party is required to be obtained or made by Buyer in 
connection with the execution, delivery, or performance by Buyer of this 
Agreement and each other agreement, instrument, or document executed or to be 
executed by Buyer in connection with the transactions contemplated hereby to 
which it is a party or the consummation by it of the transactions contemplated 
hereby and thereby, other than compliance with any applicable requirements of 
the Securities Act and any applicable state securities laws.

Section 4.6.  Pending Litigation.     There are no pending suits, actions, 
or other proceedings in which Buyer is a party which affect the execution and 
delivery of this Agreement or the consummation of the transactions 
contemplated hereby.

<PAGE>10

Section 4.7.  Knowledgeable Purchaser.  Buyer is a knowledgeable 
purchaser, owner and operator of oil and gas properties, has the ability to 
evaluate (and in fact has evaluated) the Interests for purchase, and is 
acquiring the Interests for its own account and not with the intent to make a 
distribution within the meaning of the Securities Act of 1933 (and the rules 
and regulations pertaining thereto) or a distribution thereof in violation of 
any other applicable securities laws.

Section 4.8.  Closing Shares.  The Closing Shares have been duly 
authorized for such issuance and, when issued and delivered by Buyer in 
accordance with the provisions of this Agreement, will be validly issued, 
fully paid, and nonassessable. The issuance of the Closing Shares under this 
Agreement is not subject to any preemptive or similar rights.

Section 4.9.  SEC Filings.  Buyer is current in its obligations to file 
all periodic report and proxy statements with the Commission required to be 
filed under the Exchange Act.  Buyer's Annual Report on Form-10KSB for the 
year ended December 31, 1997 (in this Section called the "SEC Document") does 
not contain 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 light of circumstances then existing.  
The audited Consolidated financial statements and unaudited Consolidated 
interim financial statements of Buyer included in the SEC Document (the 
"Initial Financial Statements") present fairly in all material respects, in 
conformity with GAAP applied on a consistent basis, the Consolidated financial 
position of Buyer as of the date thereof and its Consolidated results of 
operations and changes in financial position for the period then ended. Since 
December 31, 1997, there have been no material developments, transactions or 
events affecting Buyer (other than developments or events affecting the oil 
and gas exploration and production industry generally) other than as disclosed 
by Buyer in the SEC Document or to Sellers in writing.  There are no material 
liabilities of Buyer (contingent or otherwise), other than as disclosed in the 
SEC Document and the financial statements included therein.

                           ARTICLE V

     Certain Covenants Regarding Information and Confidentiality 


Section 5.1.  Access to Information. From the date hereof until Closing, 
each Seller will use its reasonable best efforts to give Buyer, and its 
attorneys and other representatives, access at all reasonable times to the 
books and records of the Partnership and to any contract files, lease or other 
title files, production files, well files and other files of the Partnership 
pertaining to the ownership of the Partnership's properties, and each Seller 
will use its reasonable best efforts to arrange for Buyer, and its attorneys 
and other representatives, to have access to any such files in the respective 
office of the Partnership. No Seller shall be obligated to provide Buyer with 
access to any records or data which such Seller cannot provide to Buyer 
without, in its reasonable opinion, breaching confidentiality agreements with 
other parties.  Buyer recognizes and agrees that all materials made available 
to it (whether pursuant to this Section or otherwise) in connection with the 
transactions contemplated hereby are made available to it as an accommodation 
and without representation or warranty of any kind as to the accuracy and 
completeness of such materials.  From the date hereof until Closing, Buyer 
will furnish each Seller and its attorneys and other representatives such 
information with respect to Buyer as such Seller shall from time to time 
reasonably request.  Buyer shall not be obligated to provide Sellers with 
access to any records or data which Buyer cannot provide to Sellers without, 
in its reasonable opinion, breaching confidentiality agreements with other 
parties.  
 
<PAGE>11

Section 5.2.     Confidentiality.  

(a)     Each Receiving Party (as defined below) agrees that all 
Confidential Information (as defined below) shall be kept confidential by the 
Receiving Party and shall not be disclosed by the Receiving Party in any 
manner whatsoever; provided, however, that (i) any of such Confidential 
Information may be disclosed to such directors, officers, employees, and 
authorized representatives (including without limitation attorneys, 
accountants, consultants, and financial advisors) of the Receiving Party 
(collectively, for purposes of this Section, "Receiving Party 
Representatives") as need to know such information for the purpose of 
evaluating the transactions contemplated hereby (it being understood that each 
Receiving Party Representative shall be informed by the Receiving Party of the 
confidential nature of such information and shall be required to treat such 
information confidentially and that the Receiving Party and a Receiving Party 
Representative shall be responsible for any breach of this Section by such 
Receiving Party  Representative), (ii) any disclosure of Confidential 
Information may be made to the extent to which the Disclosing Party (as 
defined below) consents in writing, (iii) Confidential Information may be 
disclosed by the Receiving Party or any Receiving Party Representative to the 
extent that, in the opinion of counsel for the Receiving Party or such 
Receiving Party Representative, the Receiving Party or such Receiving Party 
Representative is legally compelled to do so, provided that, prior to making 
such disclosure, the Receiving Party or such Receiving Party Representative, 
as the case may be, advises and consults with the Disclosing Party regarding 
such disclosure and provided further that the Receiving Party or such 
Receiving Party Representative, as the case may be, discloses only that 
portion of the Confidential Information as is legally required.  The Receiving 
Party agrees that none of the Confidential Information will be used for any 
purpose other than in connection with the transactions contemplated hereby.  
The term "Confidential Information", as used herein, means all information 
(irrespective of the form of communication) obtained by or on behalf of the 
Receiving Party from the Disclosing Party or its representatives pursuant to 
this Section and all similar information obtained from the Disclosing Party or 
its representatives by or on behalf of the Receiving Party prior to the date 
of this Agreement, other than information which (A) was or becomes generally 
available to the public other than as a result of disclosure by the Receiving 
Party or any Receiving Party Representative, (B) was or becomes available to 
the Receiving Party on a nonconfidential basis prior to disclosure to the 
Receiving Party by the Disclosing Party or its representatives, or (C) was or 
becomes available to the Receiving Party from a source other than the 
Disclosing Party and its representatives, provided that such source is not 
known by the Receiving Party (after reasonable due inquiry) to be bound by a 
legal, contractual or fiduciary obligation to the Disclosing Party.  As used 
in this Section, the term "Receiving Party" shall mean (x) Buyer, when the 
Disclosing Party is a Seller, and (y) a Seller, when the Disclosing Party is 
Buyer.  As used in this Section, the term "Disclosing Party" shall mean (xx) 
Buyer, when the Receiving Party is a Seller, and (yy) a Seller, when the 
Receiving Party is Buyer.

<PAGE>12

(b)     If this Agreement is terminated, the Receiving Party shall 
promptly return at its expense, and shall cause all Receiving Party 
Representatives to promptly return at the Receiving Party's or such Receiving 
Party Representatives' expense, all Confidential Information to the Disclosing 
Party without retaining any copies thereof, provided that such portion of the 
Confidential Information as consists of notes, compilations, analyses, 
reports, studies, or other documents prepared by the Receiving Party or the 
Receiving Party Representatives shall be destroyed (and the Receiving Party 
and each Receiving Party Representative shall certify such destruction in 
writing to the Disclosing Party if requested by the Disclosing Party).
     
                            ARTICLE VI

     Conditions Precedent to the Obligations of the Parties; Termination Rights 
     
Section 6.1.  Conditions Precedent to the Obligations of Buyer.  The 
obligations of Buyer under this Agreement are subject to each of the following 
conditions being met:

(a)     Each and every representation of each Seller under this Agreement 
shall be true and accurate in all material respects as of the date when made 
and shall be deemed to have been made again at and as of the time of Closing 
and shall at and as of such time of Closing be true and accurate in all 
respects except as to changes specifically contemplated by this Agreement or 
consented to by Buyer.

(b)     Each Seller shall have performed and complied in all material 
respects with (or compliance therewith shall have been waived by Buyer) each 
and every covenant, agreement and condition required by this Agreement to be 
performed or complied with by each Seller prior to or at the Closing. 

(c)     No suit, action or other proceedings shall, on the date of 
Closing, be pending or threatened before any court or governmental agency 
seeking to restrain, prohibit, or obtain damages or other relief in connection 
with the consummation of the transactions contemplated by this Agreement.

If any such condition on the obligations of Buyer under this Agreement is not 
met as of the Closing Date, or in the event the Closing does not occur on or 
before the Closing Date, and (in either case) Buyer is not in breach of its 
obligations hereunder in the absence of a Seller also being in breach of its 
obligations hereunder, this Agreement may, at the option of Buyer, be 
terminated, in which case the parties shall have no further obligations to one 
another hereunder (other than the obligations under Sections 5.2 and Article 
XI which will survive such termination).

Section 6.2.     Conditions Precedent to the Obligations of Sellers.  
The obligations of Sellers under this Agreement are subject to the each of the 
following conditions being met:

<PAGE>13

(a)     Each and every representation of Buyer under this Agreement shall 
be true and accurate in all material respects as of the date when made and 
shall be deemed to have been made again at and as of the time of Closing and 
shall at and as of such time of Closing be true and accurate in all respects 
except as to changes specifically contemplated by this Agreement or consented 
to by Sellers.

(b)     Buyer shall have performed and complied in all material respects 
with (or compliance therewith shall have been waived by Sellers) each and 
every covenant, agreement and condition required by this Agreement to be 
performed or complied with by Buyer prior to or at the Closing.

(c)     No suit, action or other proceedings shall, on the date of 
Closing, be pending or threatened before any court or governmental agency 
seeking to restrain, prohibit, or obtain damages or other relief in connection 
with the consummation of the transactions contemplated by this Agreement.

(d)     Sellers shall have received an opinion of counsel reasonably 
acceptable to Sellers dated the Closing Date covering the matters described in 
Exhibit 6.2(d) and in a form reasonably acceptable to Sellers. 

If any such condition on the obligations of Sellers under this Agreement is 
not met as of the Closing Date, or in the event the Closing does not occur on 
or before the Closing Date, and (in either case) a Seller is not in breach of 
its obligations hereunder in the absence of Buyer also being in breach of its 
obligations hereunder, this Agreement may, at the option of a Seller, be 
terminated, in which case the parties shall have no further obligations to one 
another hereunder (other than the obligations under Section 5.2 and Article XI 
which will survive such termination).

     ARTICLE VII

     Closing of Transaction

Section 7.1.  The Closing.  The closing (herein called the "Closing") of 
the transaction contemplated hereby shall take place in the offices of 
Thompson & Knight, P.C., at 1700 Chase Tower, 600 Travis Street, Houston, 
Texas, at 10:00 a.m. Central Daylight Time, on April 30, 1998, or at such 
other date and time as the Buyer and Sellers may mutually agree upon (such 
date and time being herein called the "Closing Date"). 

Section 7.2.  Sellers' Closing Obligations.  At the Closing:

(a)     each LP Seller shall execute and deliver that certain  
Assignment of Limited Partner Interest (the "LP Assignment"), 
substantially in the form attached hereto as Exhibit 7.2(a) in all 
material respects;

<PAGE>14

(b)     GP Seller shall execute and deliver that certain Assignment 
of General Partner Interest  (the "GP Assignment"), substantially in the 
form attached hereto as Exhibit 7.2(b) in all material respects; 

(c)     each Seller shall execute and deliver that certain Amendment 
No. 1 to Registration Rights Agreement, substantially in the form 
attached hereto as Exhibit 7.2(c) in all material respects; 

(d)     each Seller shall have tendered to the Partnership the cash 
amounts to be recontributed to the Partnership as provided in Section 
8.1.

Section 7.3.  Buyer's Closing Obligations.  At the Closing, Buyer 
shall:

(a)     deliver to Sellers a certificate of existence and good 
standing with respect to  Buyer issued by appropriate public officials  
of the State of Utah and dated no earlier than three business days prior 
to the Closing Date;

(b)     deliver to Sellers a certificate of existence and good 
standing with respect to Future Texas issued by appropriate public 
officials of the State of Texas and dated no earlier than three business 
days prior to the Closing Date;

(c)     deliver to Sellers a certificate of existence and good 
standing with respect to Future Nevada issued by appropriate public 
officials of the State of Nevada and dated no earlier than three 
business days prior to the Closing Date;

(d)     deliver to Sellers an "Omnibus Certificate" of the Secretary 
and President of each of Buyer, Future Texas and Future Nevada, which 
shall contain the names and signatures of the officers of Buyer, Future 
Texas and Future Nevada, respectively, authorized to execute this 
Agreement and the other documents contemplated hereby to which entity is 
a party and which shall certify to the truth, correctness and 
completeness of the following exhibits attached thereto: (i) a copy of 
the resolutions duly adopted by the Board of Directors of Buyer, Future 
Texas and Future Nevada (as applicable), with respect to the execution, 
delivery and performance of this Agreement and the other documents 
contemplated hereby to which such entity is a party; (ii) a copy of the 
charter documents of Buyer, Future Texas and Future Nevada (as 
applicable); and (iii) a copy of the bylaws of Buyer, Future Texas and 
Future Nevada (as applicable); 

(e)     execute and deliver to LP Sellers the respective Renewal 
Promissory Notes substantially in the form set forth in the attached 
Exhibit 7.3(e) in all material respects (the "Notes");

(f)     issue and deliver to Sellers the Closing Shares; 

<PAGE>15

(g)     execute and deliver (or cause to be executed and delivered) 
to LP Sellers each of the Security Related Documents and any collateral 
to be delivered at Closing thereunder; and

(h)     execute and deliver that certain Amendment No. 1 to 
Registration Rights Agreement substantially in the form attached hereto 
as Exhibit 7.2(c) in all material respects.

Section 7.4.  Delivery of Files.  Within 30 days after the Closing, GP 
Seller shall deliver (or cause to be delivered) to Buyer the limited 
partnership files, records and other materials for the Partnership.  
Notwithstanding the foregoing, to the extent such files or other materials 
include items which cannot be provided to Buyer without, in the reasonable 
opinion of GP Seller, breaching confidentiality agreements with other parties, 
GP Seller shall have no obligation to furnish (or cause to be furnished) such 
items; provided, that if requested by Buyer, GP Seller shall identify any such 
agreement and use their reasonable best efforts to obtain an amendment or 
waiver of such agreement to permit such materials to be delivered to Buyer.  
Sellers may retain copies of all or any parts of the files or other materials 
so furnished, and all costs of copying such files shall be borne by Sellers.  
So long as such files or other materials so delivered by GP Seller to Buyer 
are maintained by Buyer, Buyer shall permit Sellers and their representatives 
to have access to the same; for a period of three years after Closing Buyer 
shall advise Sellers before it destroys any such files, records or other 
materials (and will, if requested by Sellers, deliver to Sellers any files or 
other materials it intends to destroy).

Section 7.5.     Agreement Regarding Execution and Delivery.  Buyer, 
for itself and on behalf of the Partnerships, hereby acknowledges and agrees 
that (a) the consummation of the transactions contemplated hereunder, 
including without limitation the extension of credit under the Notes, the 
guarantee by the Partnership of the Notes, and the granting of liens and 
security interests by Buyer, the Partnership and other parties to secure the 
Notes and such guarantee, are intended to be simultaneous for all intents and 
purposes, and (b) Buyer, the Partnership and such other parties shall be 
deemed to have executed and delivered each Security Related Document, 
immediately prior to or simultaneously with the extension of credit under the 
Notes.

                        ARTICLE VIII

     Certain Agreements Regarding Partnership Costs and Expenses and Other 
Matters

Section 8.1.     Partnership Costs and Expenses.     Each of the 
Sellers agrees that at the Closing it shall contribute cash to the Partnership 
in the respective amount set forth opposite such Seller's name below:

<PAGE>16


Seller                      Amount

Energy PLC                  $14,258.82

EnCap LP                    $23,741.18

NCI                         $473.40

Upon receipt by the Partnership of the amounts set forth above and the closing 
of the transactions contemplated hereby, there shall be no further adjustments 
hereunder or otherwise among the parties to take into account the Effective 
Date of the transfer of the GP Interest and the LP Interests hereby (and the 
revenues, costs and expenses attributable to the Partnership, whether before 
or after the Effective Date), it being agreed by the parties hereto that Buyer 
shall assume full responsibility for any and all costs and expenses of the 
Partnership, whether incurred before or after the Effective Date and (without 
limitation) whether an administrative or capital cost or expense of the 
Partnership. 

Section 8.2.     Production Proceeds.  Notwithstanding that, by the 
terms of the various  Security Related Documents, Future Texas and the 
Partnership are and will be assigning to LP Sellers all of the "Production 
Proceeds" (as defined therein) accruing to the property covered thereby, so 
long as no Default (as defined in that certain Purchase and Sale Agreement 
dated as of November 25, 1997, by and among Buyer, LP Sellers and Gecko Booty 
1994 I Limited Partnership) has occurred Future Texas and the Partnership may 
continue to receive from the purchasers of production all such Production 
Proceeds, subject, however, to the liens created under the Security Related 
Documents, which liens are hereby affirmed and ratified.  Upon the occurrence 
of a Default, LP Sellers may exercise all rights and remedies granted under 
the Security Related Documents, including the right to obtain possession of 
all Production Proceeds then held by Future Texas and the Partnership or to 
receive directly from the purchasers of production all other Production 
Proceeds.  In no case shall any failure, whether purposed or inadvertent, by 
LP Sellers to collect directly any such Production Proceeds constitute in any 
way a waiver, remission or release of any of their rights under the Security 
Related Documents, nor shall any release of any Production Proceeds by LP 
Sellers to Future Texas or the Partnership constitute a waiver, remission, or 
release of any other Production Proceeds or of any rights of LP Sellers to 
collect other Production Proceeds thereafter.

                          ARTICLE IX

             Agreement Regarding Specified Breach

(a)     The representations and warranties of Sellers contained in 
Sections 3.8(d) and (e) shall survive the Closing until the one-year 
anniversary of the Closing Date (in this Article IX called the "Survival 
Date").

<PAGE>17

(b)     Subject to the terms and conditions of this Article IX, each 
Seller severally (and not jointly and severally) agrees to indemnify and hold 
harmless Buyer from and against any and all claims, actions, liabilities, 
damages, costs and expenses (including court costs and attorneys' fees) (in 
this Article IX, "Damages") incurred by Buyer by reason of or resulting from a 
breach by such Seller of its representations and warranties contained in 
Sections 3.8(d) and (e).       

(c)     No Seller shall have any indemnification obligation under this 
Article IX unless before the Survival Date it shall have received from Buyer 
written notice of the claim for or in respect of which indemnification is 
sought (in this Article IX, the "Notice").  The Notice shall set forth with 
reasonable specificity (i) the basis under this Article, and the facts that 
otherwise form the basis, of such claim and  (ii) the estimate of the amount 
of the Damages and a calculation or explanation of how such amount was 
arrived. 

(d)     Any amounts due and owing Buyer by a Seller hereunder shall be 
satisfied solely by the transfer and assignment by such Seller to Buyer of the 
number of Closing Shares determined by the following formula: A = B/C, where 
"A" is the number of Closing Shares, where "B" is such Seller's several share 
of the Damages, and where "C" is the Average Price. Such transfer and 
assignment shall be made by a Seller within 20 days of the date on which it 
receives the Notice, unless such Seller in good faith disputes the claim set 
forth in the Notice, in which event such transfer and assignment shall be made 
within 20 days of the date on which such dispute is resolved (provided such 
dispute is resolved in favor of Buyer). As used in this subsection (d), the 
term "Average Price" shall equal the average of the last reported sales prices 
for the Common Stock for the 15 consecutive Trading Days (as defined below) 
immediately preceding the date of the Notice (or the date on which the dispute 
is resolved, if applicable and provided the dispute is resolved in favor of 
Buyer).  The last reported sales price for each day shall be the last reported 
sale price of the Common Stock on such date on the exchange where it is 
primarily traded, or, if the Common Stock is not traded on an exchange, the 
Common Stock shall be valued at the last reported sale price on such date on 
the NASDAQ National Market System, or, if the Common Stock is not reported on 
the NASDAQ National Market System or any similar system of automated 
dissemination of quotations of securities prices, the Common Stock shall be 
valued at the closing bid price (or average of bid prices) last quoted on such 
date as reported by an established quotation service for over-the-counter 
securities.  As used above, the term "Trading Days" shall mean (i) if the 
Common Stock is listed or admitted for trading on any generally recognized 
U.S. securities exchange, days on which such securities exchange is open for 
business and (ii) if the Common Stock is quoted on the NASDAQ National Market 
System or any similar system of automated dissemination of quotations of 
securities prices, days on which trades may be made on such system.

(e)     Notwithstanding anything to the contrary herein, no 
indemnification shall be required to be made by Sellers pursuant to this 
Article IX except to the extent that the aggregate amount of the Damages 
exceeds $10,000.

<PAGE>18

(f)     Notwithstanding anything to the contrary herein, (i) the maximum 
aggregate number of Closing Shares GP Seller shall  be obligated to transfer 
and assign to Buyer hereunder shall be 150,000 and (ii) the maximum aggregate 
number of Closing Shares LP Sellers shall collectively be obligated to 
transfer and assign to Buyer hereunder shall be 50,000.


                              ARTICLE X

                               Notices

All notices and other communications required under this Agreement shall 
(unless otherwise specifically provided herein) be in writing and be delivered 
personally, by recognized commercial courier or delivery service (which 
provides a receipt), by telecopier (with receipt acknowledged), or by 
registered or certified mail (postage prepaid), at the following addresses:

If to LP Sellers:     Energy Capital Investment Company PLC
                      EnCap Equity 1994 Limited Partnership
                      % EnCap Investments L.C.
                      1100 Louisiana
                      Suite 3150
                      Houston, Texas  77002
                      Attention: Colin Nisbeth
                      Fax No.: 713-659-6130

with a copy to:

                      Michael K. Pierce
                      Thompson & Knight, P.C.
                      1700 Chase Tower
                      600 Travis      
                      Houston, Texas  77002
                      Fax No.: 713-217-2828

If to GP Seller:     NCI Enterprises, Inc.
                     310 West Wall Street
                     Suite 705
                     Midland, Texas 79702
                     Attention: Wayne Newkumet
                     Fax No.: 915-687-2519

<PAGE>19

If to Buyer:         2351 West Northwest Highway
                     Suite 2130
                     Dallas, Texas  75220
                     Attention: Carl Price
                     Fax No.: 214-350-8382

and shall be considered delivered on the date of receipt.  Either Buyer or a 
Seller may specify as its proper address any other post office address within 
the continental limits of the United States by giving notice to the other 
party, in the manner provided in this Article, at least ten (10) days prior to 
the effective date of such change of address.

                           ARTICLE XI

                          Commissions

Each Seller severally agrees to indemnify and hold harmless Buyer from 
and against any and all claims, obligations, actions, liabilities, losses, 
damages, costs or expenses (including court costs and attorneys fees) of any 
kind or character arising out of or resulting from any agreement, arrangement 
or understanding alleged to have been made by, or on behalf of, such Seller 
with any broker or finder in connection with this Agreement or the 
transactions contemplated hereby.  Buyer agrees to indemnify and hold harmless 
Sellers from and against any and all claims, obligations, actions, 
liabilities, losses, damages, costs or expenses (including court costs and 
attorneys fees) of any kind or character arising out of or resulting from any 
agreement, arrangement or understanding alleged to have been made by, or on 
behalf of, Buyer with any broker or finder in connection with this Agreement 
or the transactions contemplated hereby.


                            ARTICLE XII

                       Miscellaneous Matters

Section 12.1.  Survival of Provisions.  All representations and 
warranties made herein by Buyer and Sellers shall be continuing and shall be 
true and correct on and as of the date of Closing with the same force and 
effect as if made at that time, and (except as provided in Article IX) all of 
such representations and warranties shall survive the Closing and the delivery 
of the Assignments.  The provisions of, and the obligations of the parties 
under, Article VIII  (to the extent the same are, by mutual agreement, not 
performed at Closing), and Articles IX through XII inclusive shall survive the 
Closing and the delivery of the Assignments.

<PAGE>20

Section 12.2.  Further Assurances.  From time to time after the Closing, 
at the request of any party hereto and without further consideration, each 
Seller, on the one hand, and Buyer, on the other hand, shall execute and 
deliver to the requesting party such instruments and documents and take such 
other action (but without incurring any material financial obligation) as such 
requesting party may reasonably request in order to consummate more fully and 
effectively the transactions contemplated hereby. 

Section 12.3.  Binding Effect; Successors and Assigns.  The Agreement 
shall be binding on the parties hereto and their respective successors and 
permitted assigns.  Buyer, on the one hand, or a Seller, on the other hand, 
shall have the right to assign its rights under this Agreement, without the 
prior written consent of Sellers or Buyer (as applicable) first having been 
obtained.

Section 12.4.  Expenses. LP Sellers, on the one hand, and Buyer, on the 
other hand, shall each bear and pay one-half of all Closing Costs.

Section 12.5.  Entire Agreement.  This Agreement contains the entire 
understanding of the parties hereto with respect to subject matter hereof and 
supersedes all prior agreements, understandings, negotiations, and discussions 
among the parties with respect to such subject matter.  Time is of the essence 
in this Agreement.

Section 12.6.  Public Statements.  Sellers and Buyer shall consult with 
each other with regard to all publicity and other releases at or prior to 
Closing concerning this Agreement and the transactions contemplated hereby 
and, except as required by applicable law or the applicable rules or 
regulations of any governmental body or stock exchange, neither Buyer, on the 
one hand, nor a Seller, on the other hand, shall issue any publicity or other 
release without furnishing the other a copy of such publicity or release no 
less than one business day prior to release.

Section 12.7.  Injunctive Relief.  The parties hereto acknowledge and 
agree that irreparable damage would occur in the event any of the provisions 
of this Agreement (including Section 5.2) were not performed in accordance 
with their specific terms or were otherwise breached.  It is accordingly 
agreed that the parties shall be entitled to an injunction or injunctions to 
prevent breaches of the provisions of this Agreement, and shall be entitled to 
enforce specifically the provisions of this Agreement, in any court of the 
United States or any state thereof having jurisdiction, in addition to any 
other remedy to which the parties may be entitled under this Agreement or at 
law or in equity.

Section 12.8.  Deceptive Trade Practices.  To the extent applicable to 
the transaction contemplated hereby or any portion thereof, Buyer can and does 
expressly waive the provisions of the Texas Deceptive Trade Practices-Consumer 
Protection Act, Section 17.41 et seq., Texas Business & Commerce Code, other 
than Section 17.555, which is not waived, and all other consumer protection 
laws of the State of Texas, or any other state, applicable to this transaction 
that may be waived by the parties. In connection with such waiver, Buyer 
represents to Sellers that they (a) are in the business of seeking or 
acquiring by purchase or lease, goods or services for commercial or business 
use, (b) have knowledge and experience in financial and business matters that 
enable them to evaluate the merits and risks of the transactions contemplated 
hereby and (c) are not in a significantly disparate bargaining position.

<PAGE>21

Section 12.9.  Amendments.  This Agreement may be amended, modified, 
supplemented, restated or discharged (and provisions hereof may be waived) 
only by an instrument in writing signed by Buyer and Sellers; provided, that 
any amendment, modification, supplement, restatement, discharge or waiver to 
or under any document or other instrument relating to the securitization of 
the Notes shall require the written consent of the Buyer and the LP Sellers 
(and not the GP Seller)

Section 12.10.  Severability.  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.

Section 12.11.  No Waiver.  The failure of any party hereto to insist 
upon strict performance of a covenant hereunder or of any obligation 
hereunder, irrespective of the length of time for which such failure 
continues, shall not be a waiver of such party's right to demand strict 
compliance in the future.  No consent or waiver, express or implied, to or of 
any breach or default in the performance of any obligation hereunder shall 
constitute a consent or waiver to or of any other breach or default in the 
performance of the same or any other obligation hereunder.

Section 12.12.  Governing Law.  This Agreement shall be governed by and 
construed in accordance with the laws of the State of Texas.

Section 12.13.  Counterparts.  This Agreement may be executed in 
counterparts, all of which are identical and all of which constitute one and 
the same instrument. 

<PAGE>22

IN WITNESS WHEREOF, this Agreement is executed by the parties hereto on 
the date set forth above.

"SELLERS":

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


NCI ENTERPRISES, INC.


By: /s/ Wayne Newkumet
Name: Wayne Newkumet
Title: Vice President


"BUYER":

FUTURE PETROLEUM CORPORATION, a Utah 
Corporation


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