EXHIBIT 10.11


                    MASTER SUBORDINATION AGREEMENT


THIS MASTER SUBORDINATION AGREEMENT (this "Subordination Agreement"), 
dated as of August 14, 1998, is between ENCAP EQUITY 1994 LIMITED PARTNERSHIP, 
a Texas limited partnership ("EnCap 1994") and ENERGY CAPITAL INVESTMENT 
COMPANY PLC, an English investment company ("EnCap PLC"; together with EnCap
1994, sometimes collectively herein called "Junior Creditor") and BANK OF 
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking 
association, as agent (together with its  successors, transferees and 
assigns, "Senior Creditor").


                        W I T N E S S E T H:


A.     FUTURE PETROLEUM CORPORATION, a Utah corporation ("Borrower"), 
FUTURE CAL-TEX CORPORATION, a Texas corporation ("Newco"), FUTURE ACQUISITION 
1995, LTD., a Texas limited partnership ("Future 1995"), BMC DEVELOPMENT NO. 1 
LIMITED PARTNERSHIP, a Texas limited partnership ("BMC") and NCI-SHAWNEE 
LIMITED PARTNERSHIP, a Texas limited partnership ("Shawnee"; together with 
Borrower, BMC, Future 1995 and Newco, sometimes collectively called the 
"Company"), is the owner of certain oil and gas leases and other related 
real and personal property interests located in various counties and states,
as more fully described on Exhibit A hereto (the "Land"), together with the 
buildings, structures and other improvements located and constructed thereon,
the "Real Property".

B.     Borrower is indebted to Junior Creditor and GECKO BOOTY 1994 I 
LIMITED PARTNERSHIP, a Texas limited partnership ("Gecko"), which indebtedness 
is evidenced by (i) that certain Renewal Promissory Note executed by Borrower, 
on or about May 1, 1998, in favor of EnCap 1994, in the original principal sum 
of $3,714,305.88; (ii) that certain Renewal Promissory Note executed by 
Borrower, on or about May 1, 1998, in favor of EnCap PLC, in the original 
principal sum of $3,370,694.12; (iii) that certain Renewal Promissory Note 
executed by Borrower, on or about May 1, 1998, in favor of Gecko, in the 
original principal sum of $175,000 (collectively, the "Junior Note"; the 
obligations of Company to Junior Creditor, howsoever created, arising or 
evidenced, whether direct or indirect, absolute or contingent, now or hereafter 
existing, or due or to become due, are hereinafter collectively referred to as 
the "Junior Obligations").

C.     The Junior Obligations are secured by, among other things, 
those certain mortgages and deeds of trust, covering the Real Property, more 
fully described in Schedule I hereto (collectively, the "Junior Mortgages").  
The Junior Obligations are also secured by, among other things, those certain 
guaranties, pledges, security agreements and other documents and instruments 
more fully described in Schedule I hereto (such agreements and instruments, 
together with the Junior Mortgages, herein called the "Junior Security 
Documents" and the real property and personal property collateral now or 
hereafter encumbered by the Junior Security Documents herein called the "Junior 
Collateral").

D.     Contemporaneously with the execution and delivery of this 
Subordination Agreement, Borrower has (i) paid in full all amounts due and 
owing to Gecko under the Junior Note such that Gecko no longer has any right,
title or interest in the Junior Note, the Junior Security Documents or the 
Junior Collateral, and (ii) paid a portion of the indebtedness to Junior 
Creditor evidenced by the Junior Note, such that the amount currently 
utstanding under the Junior Note is less than the original principal amount 
thereof.

E.     Company is also indebted to Senior Creditor under that certain 
Credit Agreement dated as of August 14, 1998 (as the same may be from time to 
time amended, modified, supplemented or amended and restated, the "Credit 
Agreement"), between Borrower and Senior Creditor.

F.     It is a condition precedent to extension of credit under the Credit 
Agreement that Company execute and deliver, and cause each of the Subsidiaries 
of the Borrower (collectively, the "Subsidiary Guarantors") to execute and 
deliver mortgages, guaranties, pledges, security agreements and other documents 
and instruments more fully described in Schedule II hereto (such agreements and 
instruments herein called the "Senior Security Documents" and the real property 
and personal property collateral now or hereafter encumbered by the Senior 
Security Documents herein called the "Senior Collateral"), in favor of Senior 
Creditor to secure the payment and performance by Company of the Obligations 
under the Credit Agreement.

G.     It is a condition precedent to the making of the loans under the 
Credit Agreement that Junior Creditor subordinate its debt and liens from 
Company and the Subsidiary Guarantors, including its liens against and security 
interests in the Real Property arising under the Junior Mortgages and its 
security interest in the other Junior Collateral to that of Senior Creditor and 
its right to payment of the Junior Obligations to the Senior Obligations.

H.     Junior Creditor has duly authorized the execution, delivery and 
performance of this Subordination Agreement.

I.     It is in the best interests of Junior Creditor to execute this 
Subordination Agreement inasmuch as Junior Creditor will derive substantial 
direct and indirect benefits from the extension of credit to Company by Senior 
Creditor.

NOW, THEREFORE, for good and valuable consideration the receipt of 
which is hereby acknowledged, and in order to induce Senior Creditor to extend 
credit pursuant to the Credit Agreement, Junior Creditor agrees, for the 
benefit of Senior Creditor, as follows:

SECTION 1.  Definitions.  Capitalized terms used but not otherwise defined 
herein shall have the respective meanings given to them in the Credit 
Agreement. As used in this Subordination Agreement, the following terms 
shall have the following respective meanings:

BMC is defined in Recital A.

Company is defined in Recital A.

Credit Agreement is defined in the Recital D.

Junior Collateral is defined in Recital C.

Junior Mortgages is defined in Recital C.

Junior Obligations is defined in Recital B.

Junior Note is defined in Recital B.

Junior Security Documents is defined in Recital C.

Land is defined in Recital A.

Real Property is defined in Recital A.

Senior Collateral is defined in Recital E.

Senior Creditor is defined in the preamble.

Senior Interest is defined in Section 3(b).

Senior Obligations means all Obligations to the Senior Creditor under 
the Credit Agreement and the other Loan Documents (including (i) principal, 
(ii) interest, including without limitation any and all interest accruing on 
any of the Senior Obligations after the commencement of any proceedings 
referred to in Section 4 hereof, notwithstanding any provision or rule of 
law which might restrict the rights of Senior Creditor, as against the 
Company or anyone else, to collect such interest,  (iii) any Hedging 
Obligation, (iv) costs, (v) fees (including reasonable attorneys' fees and 
disbursements), (vi) expenses, and (vii) other liability or obligation 
arising under or in connection with the Credit Agreement), howsoever 
created, arising or evidenced under such documents, whether direct or 
indirect, absolute or contingent, now or hereafter existing, or due or to 
become due.  For the purposes of this Subordination Agreement, Senior 
Obligations shall include all liabilities described in this definition, 
notwithstanding any right or power of the Company or any other Person to assert 
any claim or defense as to the invalidity or unenforceability of any such 
liabilities, and no such claim or defense shall affect or impair the agreements 
and obligations of Junior Creditor hereunder.

Senior Security Documents is defined in Recital E.

Subordinate Interest is defined in Section 3(b).

Subordination Agreement is defined in the preamble.

SECTION 2.  Notice of Junior Obligations, etc.  Junior Creditor will, from 
time to time:  (a) promptly notify Senior Creditor of the creation of any 
Junior Obligations, and of the issuance of any promissory note or other 
instrument to evidence any Junior Obligations and (b) upon request by Senior
Creditor, cause any Junior Obligations which are not then evidenced by a 
promissory note or other instrument of Company to be so evidenced.  Such 
note shall contain the following provision:

"The indebtedness evidenced by this instrument is subordinated 
to the prior payment in cash in full of the Senior Obligations (as 
defined in the Master Subordination Agreement, dated as of August 
14, 1998, made by and between the "Junior Creditor" therein 
(including the payee named herein) and Future Petroleum Corporation, 
a Utah Corporation, Future CAL-TEX Corporation, a Texas corporation, 
Future Acquisition 1995, Ltd., a Texas limited partnership, BMC 
Development No. 1 Limited Partnership, a Texas limited partnership, 
NCI Shawnee Limited Partnership, a Texas limited partnership, Future 
Energy Corporation, a Nevada corporation and Future Petroleum 
Corporation, a Texas corporation, in favor of Bank of America 
National Trust and Savings Association (the "Subordination 
Agreement") pursuant to, and to the extent provided in, the 
Subordination Agreement by the maker hereof and payee named herein 
in favor of Bank of America National Trust and Savings Association 
and any person now or hereafter designated as its designees, agents, 
successors or assigns."

SECTION 3.  Subordination.  Except as Senior Creditor may hereafter 
otherwise expressly consent in writing, 

(a) the payment of all Junior Obligations shall be postponed and 
subordinated to the indefeasible payment in full of all Senior Obligations (and 
the termination of all Commitments), and no payments or other distributions 
whatsoever in respect of any Junior Obligations shall be made, nor shall any 
property or assets of Company or any Subsidiary Guarantor be applied to the 
purchase or other acquisition or to the defeasance or retirement of any Junior 
Obligations; provided, that from time to time commencing on August 14, 2003, 
Borrower may pay and Junior Creditor may receive and retain regularly scheduled 
interest payments on the Junior Note so long as, both before and after the 
making of each such interest payment, no Default shall have occurred and be 
continuing, including without limitation, a Default under Section 8.2.4 of the 
Credit Agreement,

(b) all mortgage or deed of trust liens and security interests under the 
Junior Security Documents or otherwise, now existing or hereafter acquired by 
Junior Creditor in any of the Junior Collateral or the Senior Collateral (the 
"Subordinate Interest") shall be subordinated to the security interest of 
Senior Creditor, under the Senior Security Documents or otherwise, in the 
Senior Collateral (the "Senior Interest"), irrespective of the time or order of 
attachment or perfection of any security interest (or any defects or omissions 
in respect thereof) or the time or order of filing of any financing statements 
or other documents, or any statutes, rules, law, or court decisions to the 
contrary.  

For the purposes of this Subordination Agreement, the Senior Obligations shall 
not be deemed to have been indefeasibly paid in cash in full until the Senior 
Creditor shall have received full payment of the Senior Obligations in cash, 
which payment shall have been retained by the Senior Creditor for a period of 
time in excess of all applicable preference or other similar periods under 
applicable bankruptcy, insolvency or creditors' rights laws and all Commitments 
of the Senior Creditor under the Credit Agreement shall have irrevocably 
terminated. 

SECTION 4.  Bankruptcy, Insolvency, etc.  In the event of any 
dissolution, winding up, liquidation, readjustment, reorganization or other 
similar proceedings relating to Company, any Subsidiary Guarantor or to any of 
their creditors, as such, or to its property (whether voluntary or involuntary, 
partial or complete, and whether in bankruptcy, insolvency or receivership, or 
upon an assignment for the benefit of creditors, or any other marshalling of 
the assets and liabilities of Company or any Subsidiary Guarantor, or any 
sale of all or substantially all of the assets of Company or any Subsidiary 
Guarantor, or otherwise), the Senior Obligations shall first be paid in full 
in cash and all Commitments terminated before the Junior Creditor shall be 
entitled to receive and to retain any payment or distribution in respect of 
the Junior Obligations and, in order to implement the foregoing:  (a) all 
payments and distributions of any kind or character in respect of the Junior 
Obligations to which Junior Creditor would be entitled if the Junior 
Obligations were not subordinated, or subordinated and pledged or assigned 
pursuant to this Subordination Agreement, shall be made directly to Senior 
Creditor; (b) Junior Creditor shall promptly file a claim or claims, in the 
form required in such proceedings, for the full outstanding amount of the 
Junior Obligations, and shall cause said claim or claims to be approved and 
all payments and other distributions in respect thereof to be made directly 
to Senior Creditor; and (c) Junior Creditor hereby irrevocably agrees that, 
notwithstanding any agreement between Junior Creditor and the Company or the
Subsidiary Guarantors to the contrary, Senior Creditor may, at its sole 
discretion, in the name of Junior Creditor or otherwise, demand, sue for, 
collect, receive and receipt for any and all such payments or distributions, 
and file, prove and vote or consent in any such proceedings with respect to 
any and all claims of Junior Creditor relating to the Junior Obligations.

SECTION 5.  Payments Held in Trust.  In the event that Junior Creditor 
receives any payment or other distribution of any kind or character from 
Company or any Subsidiary Guarantor, or from any other source whatsoever, in
respect of any of the Junior Obligations, such payment or other distribution
shall be received in trust for Senior Creditor and promptly turned over by 
Junior Creditor to Senior Creditor.  Junior Creditor will mark its books and 
records, and cause Company to mark its books and records, so as clearly to 
indicate that the Junior Obligations are subordinated in accordance with the 
terms of this Subordination Agreement, and will cause to be clearly inserted 
in any promissory note or other instrument which at any time evidences any 
of the Junior Obligations the statement described in Section 1.  Junior 
Creditor will execute such further documents or instruments and take such 
further action as Senior Creditor may reasonably from time to time request 
to carry out the intent of this Subordination Agreement.

SECTION 6.  Application of Payments; Limited Subrogation.  All payments 
and distributions received by Senior Creditor in respect of the Junior 
Obligations, to the extent received in or converted into cash, may be applied
by Senior Creditor first to the payment of any and all expenses (including 
attorneys' fees and legal expenses) paid or incurred by Senior Creditor in 
enforcing this Subordination Agreement, or any security therefor, and any 
balance thereof shall, solely as between Junior Creditor and Senior Creditor,
be applied by Senior Creditor in such order of application as Senior Creditor
may from time to time select, toward the payment of the Senior Obligations 
remaining unpaid; but, as between Company, any Subsidiary Guarantor and any 
of their creditors, no such payments or distributions of any kind or 
character shall be deemed to be payments or distributions in respect of the 
Senior Obligations; and, notwithstanding any such payments or distributions 
received by Senior Creditor in respect of the Junior Obligations and so 
applied by Senior Creditor toward the payment of the Senior Obligations, 
Junior Creditor shall be subrogated to the then existing rights of Senior 
Creditor, if any, in respect of the Senior Obligations, only at such time as
this Subordination Agreement shall have terminated and Senior Creditor shall
have received indefeasible payment of the full amount of the Senior 
Obligations and all Commitments shall have terminated.

SECTION 7.  Waivers by Junior Creditor.  Junior Creditor hereby 
waives:  (a) notice of acceptance by Senior Creditor or any holder of the 
Senior Note of this Subordination Agreement; (b) all notices that may be 
required by statute, rule of law or otherwise, now or hereafter in effect, 
to preserve intact any rights against Junior Creditor, including notice of 
the existence or creation or non-payment of all or any of the Senior 
Obligations or the exercise of any remedies under the Loan Documents or with
respect to the Senior Collateral; (c) all diligence in collection or 
protection of or realization upon the Senior Obligations or any thereof or 
any security therefor, including any claim that any Senior Creditor may not 
have disposed of any such security in a commercially reasonable manner or 
that any Senior Creditor failed to exhaust any remedies (including against 
any guarantor) or to mitigate the damages resulting from a Senior Default; 
(d) any notice of any sale, transfer or other disposition by any Person of 
any right under title to or interest in any Loan Document or the Collateral;
(e) any other circumstance whatsoever that might otherwise constitute a 
legal or equitable discharge, release or defense of a junior creditor or 
that might otherwise limit exercise by any Senior Creditor of its rights 
against Junior Creditor hereunder and (f) all rights and defenses arising 
out of any election of remedies by any Senior Creditor, even though such 
election of remedies may impair or destroy any rights of subrogation Junior 
Creditor may have against the Company or any Subsidiary Guarantor by operation 
of law or otherwise.

SECTION 8.  Obligations of Junior Creditor.  Junior Creditor will not, 
without prior written consent of Senior Creditor,   (a) transfer, assign, or 
attempt to enforce or collect any Junior Obligations or any rights in respect 
thereof, including without limitation the declaration of any default or breach 
under or the acceleration of the maturity of the Junior Obligations, or any 
attempt to liquidate, foreclose, enforce or realize on any of the Junior 
Collateral (provided that nothing herein shall prevent Junior Creditor from 
filing proofs of claim in any bankruptcy proceeding so long as Junior Creditor 
is otherwise in compliance with its obligations in this Subordination 
Agreement); (b) take any additional collateral for any Junior Obligations 
except for liens on and security interests in the Senior Collateral where 
such liens and security interests have been subordinated to the Senior 
Interest as provided in this Subordination Agreement; (c) convert any 
Junior Obligations into stock of Company or any Subsidiary Guarantor; (d) 
sell, assign, transfer, endorse, pledge, encumber or otherwise dispose of 
any of the Junior Obligations; (e) permit the terms of any of the Junior 
Obligations to be changed in such a manner as to have an adverse effect upon
the rights or interests of the Senior Creditor; or  (f) commence, or join 
with any other creditor in commencing, any bankruptcy, reorganization or 
insolvency proceedings with respect to Company or any Subsidiary Guarantor.
 
SECTION 9.  Continuing Subordination; Termination.  This Subordination 
Agreement shall, in all respects, be a continuing agreement and shall 
remain in full force and effect (notwithstanding, without limitation, the 
dissolution of Junior Creditor) until the indefeasible payment in full of 
all of the Senior Obligations and the termination of all Commitments.  
Junior Creditor agrees that following such termination this Subordination 
Agreement shall be automatically reinstated if for any reason any payment 
made on the Senior Obligations is resginded or must be otherwise restored by
Senior Creditor, whether as a result of any proceedings in bankruptcy or 
reorganization or otherwise.

SECTION 10.  Rights of Senior Creditor.  Senior Creditor may, from time to 
time, whether before or after any discontinuance of this Subordination 
Agreement, at its discretion and without notice to Junior Creditor, take any or 
all of the following actions:  (a) retain or obtain a security interest in any 
property to secure any of the Senior Obligations; (b) retain or obtain the 
primary or secondary obligations of any other obligor or obligors with respect 
to any of the Senior Obligations; (c) extend or renew for one or more periods 
(whether or not longer than the original period), alter or exchange any of the 
Senior Obligations, or release or compromise any obligation of any nature of 
any obligor with respect to any of the Senior Obligations; and (d) release its 
security interest in, or surrender, release or permit any substitution or 
exchange for all or any part of any property securing any of the Senior 
Obligations, or extend or renew for one or more periods (whether or not longer 
than the original period), or release, compromise, alter or exchange any 
obligations of any nature of any obligor with respect to any such property.

SECTION 11.  Transfer of Senior Obligations.  Senior Creditor may, from 
time to time, whether before or after any discontinuance of this Subordination 
Agreement, without notice to Junior Creditor, assign or transfer any or all of 
the Senior Obligations, or any interest therein; and, notwithstanding any such 
assignment or transfer or any subsequent assignment or transfer thereof, such 
Senior Obligations shall be and remain Senior Obligations for the purposes of 
this Subordination Agreement, and every immediate and successive assignee or 
transferee of any of the Senior Obligations or of any interest therein shall,
to the extent of the interest of such assignee or transferee in the Senior 
Obligations, be entitled to the benefits of this Subordination Agreement to the 
same extent as if such assignee or transferee were the Senior Creditor; 
provided, however, that, unless the Senior Creditor shall otherwise consent in 
writing, the Senior Creditor shall have an unimpaired right, prior and superior 
to that of any such assignee or transferee, to enforce this Subordination 
Agreement, for the benefit of the Senior Creditor, as to those of the Senior 
Obligations which the Senior Creditor has not assigned or transferred.

SECTION 12.  Transfer of Collateral.  Senior Creditor may, from time to 
time, whether before or after any termination of this Subordination Agreement, 
without notice to Junior Creditor, dispose of, and exercise any other rights 
with respect to, any or all of the Collateral, free of the Subordinate 
Interest; provided, however, that Junior Creditor does not waive hereby any 
rights that may not be waived under Applicable Law.  Junior Creditor shall, 
upon any disposition of any of the Collateral by Senior Creditor, execute 
and deliver any and all releases or other documents or agreements requested 
by Senior Creditor to accomplish the disposition of any of the Collateral 
free of the Subordinate Interest.

SECTION 13.  Miscellaneous.  Neither Senior Creditor, nor any holder 
of the Senior Note shall be prejudiced in its rights under this Subordination 
Agreement by any act or failure to act of Company, any Subsidiary Guarantor or 
Junior Creditor, or any noncompliance of Company, any Subsidiary Guarantor or 
Junior Creditor with any agreement or obligation, regardless of any knowledge 
thereof which Senior Creditor, or any holder of the Senior Note may have, or 
with which Senior Creditor, or such holder may be charged; and no action 
permitted hereunder of Senior Creditor, or any holder of the Senior Note shall 
in any way affect or impair the rights of Senior Creditor, or any holder of the 
Senior Note, and the obligations of Junior Creditor under this Subordination 
Agreement.  No delay on the part of Senior Creditor, or any holder of the 
Senior Note in the exercise of any right or remedy shall operate as a waiver
thereof, and no single or partial exercise by Senior Creditor, or any holder
of the Senior Note of any right or remedy shall preclude other or further 
exercise thereof, or the exercise of any other right or remedy; nor shall any 
modification or waiver of any of the provisions of this Subordination Agreement 
be binding upon Senior Creditor, or any holder of the Senior Note, except by
the express written consent of Senior Creditor set forth in a writing duly 
signed and delivered on behalf of Senior Creditor.  For the purposes of this 
Subordination Agreement, Senior Obligations shall include all obligations of 
Company under or in connection with the Senior Note, notwithstanding any right 
or power of Company or anyone else to assert any claim or defense as to the 
invalidity or unenforceability of any such obligation, and no such claim or 
defense shall affect or impair the agreements and obligations of Junior 
Creditor hereunder.

SECTION 14.  Addresses for Notices.  All notices and other communications 
provided for hereunder shall be in writing (including telegraphic 
communication) and, if to Senior Creditor or the Junior Creditor, 
respectively, addressed, delivered or transmitted to it, at the address or 
facsimile number set forth below its signature hereto or, as to either party,
at such other address or facsimile number as shall be designated by such 
party in a written notice to each other party complying as to delivery with 
the terms of this Section 14.  Any notice, if mailed and properly addressed 
and sent by prepaid courier service, shall be deemed given when received; 
and notice, if transmitted by facsimile, shall be deemed given upon receipt 
of the confirmation of transmission.

SECTION 15.  Senior Creditor Appointed Attorney-in-Fact.  Junior Creditor 
hereby appoints Senior Creditor Junior Creditor's attorney-in-fact, with full 
power of substitution, for the purpose of taking such action and executing 
agreements, instruments and other documents in the name of Junior Creditor, or 
otherwise, as Senior Creditor may deem necessary or advisable to accomplish the 
purposes hereof, which appointment is coupled with an interest and is 
irrevocable.

SECTION 16.  Section Captions.  Section captions used in this 
Subordination Agreement are for convenience of reference only, and shall not 
affect the construction of this Subordination Agreement.

SECTION 17.  Severability.  Wherever possible each provision of this 
Subordination Agreement shall be interpreted in such manner as to be effective 
and valid under applicable law, but if any provision of this Subordination 
Agreement shall be prohibited by or invalid under such law, such provision 
shall be ineffective to the extent of such prohibition or invalidity, without 
invalidating the remainder of such provision or the remaining provisions of 
this Subordination Agreement. 

SECTION 18.  Governing Law, Entire Agreement, etc.  THIS SUBORDINATION 
AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE 
INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO CHOICE OF LAW OR 
CONFLICTS OF LAW PROVISIONS.  This Subordination Agreement constitutes the 
entire understanding among the parties hereto with respect to the subject 
matter hereof and supersedes any prior agreements, written or oral, with 
respect thereto.

SECTION 19.  Execution in Counterparts.  This Subordination Agreement may 
be executed in any number of counterparts and by different parties hereto in 
separate counterparts, each of which when so executed shall be deemed to be an 
original and all of which when taken together shall constitute one and the same 
agreement.

SECTION 20.  Binding Effect.  This Subordination Agreement shall be 
binding upon Junior Creditor, and upon the successors and assigns of Junior 
Creditor; and all references herein to Company and to Junior Creditor, 
respectively, shall be deemed to include any successor or successors, whether 
immediate or remote, to Company and to Junior Creditor.

SECTION 21.  Recorded Instruments.  In order to effect the subordination 
described in this Subordination Agreement, Junior Creditor and Senior Creditor 
agree to execute, acknowledge and deliver such other recordable agreements and 
instruments as may be reasonably necessary or desirable under the laws of the 
jurisdictions in which the Junior Collateral and/or the Senior Collateral is or 
may be located to give notice to third parties of this Subordination Agreement 
and to otherwise implement this Subordination Agreement.

IN WITNESS WHEREOF, this Subordination Agreement has been executed 
and delivered by Junior Creditor and Senior Creditor as of the date above first 
written.

ENCAP EQUITY 1994 LIMITED PARTNERSHIP, a 
Texas limited partnership

By: EnCap Investments L.C., General Partner


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

Address:    1100 Louisiana Street
Suite 3150
Houston, TX 77002
               
Attention:  Gary R. Petersen
Facsimile:  713-659-6130


ENERGY CAPITAL INVESTMENT COMPANY PLC, an 
English investment company


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

Address:    1100 Louisiana Street
            Suite 3150
            Houston, TX 77002
               
Attention:     Gary R. Petersen
Facsimile:     713-659-6130


     
BANK OF AMERICA NATIONAL TRUST AND SAVINGS 
ASSOCIATION, a national banking 
association, as agent


By: /s/ Richard A. Bernardy
Name:  Richard A. Bernardy
Title: Vice President

Address:     333 Clay Street
             Suite 4550
             Houston, TX 77002
               
Attention:     Richard A. Bernardy 
Facsimile:     713-651-4888
     
     Exhibit A and Schedule I will be provided on request. 

     Schedule II

     Senior Security Documents


          ACKNOWLEDGMENT AND AGREEMENT


Borrower and Subsidiary Guarantors each hereby acknowledge receipt of a 
copy of the foregoing Master Subordination Agreement and consent to the terms 
thereof.  Borrower and Subsidiary Guarantors each agrees to be bound by the 
terms and provisions of the foregoing Master Subordination Agreement, to make
no payments or distributions contrary to the terms and provisions thereof, 
and to do every other act and thing necessary or appropriate to carry out 
such terms and provisions.  

Dated: August 14, 1998. 

Company:

FUTURE PETROLEUM CORPORATION, a Utah 
corporation


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


FUTURE CAL-TEX CORPORATION, a Texas 
corporation


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


FUTURE ACQUISITION 1995, LTD., a Texas 
limited partnership

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


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

     BMC DEVELOPMENT NO. 1 LIMITED 
PARTNERSHIP, a Texas limited partnership

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


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


NCI-SHAWNEE LIMITED PARTNERSHIP, a Texas 
limited partnership

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


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


FUTURE ENERGY CORPORATION, a Nevada 
corporation


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

 

FUTURE PETROLEUM CORPORATION, a Texas 
corporation


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