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                                                         EXHIBIT A

                        COAST ENERGY GROUP, INC.
                     STOCK APPRECIATION RIGHTS PLAN

     This Stock Appreciation Rights Plan (this "PLAN") dated May 14, 1996,
amends and replaces the Coast Energy Group, Inc. Stock Appreciation Plan
dated January 31, 1996, and is hereby adopted by Coast Energy Group, Inc.
(the "COMPANY").

     The Company desires to provide a cash incentive for certain of its key
employees to remain in the service of the Company.

     Accordingly, the Company has adopted this Plan, as follows:

     1.  DEFINITIONS.  The following definitions apply to this Plan:

     ACCELERATION EVENT - any of the following:

          (a) the sale by the Company to the general public of shares of
     Common Stock, or limited partnership interests representing an equity
     interest in the Company's business, pursuant to a registration statement
     filed and declared effective under the Securities Act of 1933, as
     amended, in which the Company or the issuer of limited partnership
     interests receives net proceeds of at least $5 million (a "PUBLIC
     OFFERING").

          (b) a Sale, other than a Sale in which a majority of the
     Senior Officers of the Company immediately prior to the consummation
     thereof receive and accept, immediately after the consummation thereof,
     equity interests in the surviving or acquiring Person, whether such
     equity interests are represented by stock, partnership interests,
     limited liability company interests or other equity interests, or by
     options or other rights to acquire any of the foregoing, and whether or
     not such interests are subject to vesting or any similar restriction or
     limitation. The surviving or acquiring Person in a Sale which does not
     constitute an Acceleration Event is herein called a "CONTINUING BUYER."
     Following a Sale which does not constitute an Acceleration Event, all
     references herein to "Company" shall instead refer to the Continuing
     Buyer. "SENIOR OFFICERS" means the chief executive officer, any senior
     vice president and the controller.

          (c) any termination by the Company of the Holder's Employment,
     other than (i) for Cause or (ii) as part of a reduction in force
     approved by the Board of Directors or (iii) on account of the Holder's
     death or disability.

          (d) any termination by the Holder of his or her Employment
     within 60 days after any significant reduction made by the Company in
     the Holder's responsibilities or authority, other than in connection
     with a reduction in force approved by the Board of Directors, without
     the Holder's consent.

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     APPRECIATION AMOUNT - (x) the excess, if any, of the Trigger Company
Valuation over the Base Company Value, divided by (y) the sum, immediately
prior to the Triggering Event, of the number of shares of Outstanding Common
Stock plus the number of Outstanding SARs plus the number of SAR's granted
under this Plan prior to the Triggering Event in question to which another
Triggering Event was applicable and which were Vested SARs at the time of the
other applicable Triggering Event.

     BASE COMPANY VALUE - $6,000,000, which is the product of 5,000,000
shares of Outstanding Common Stock on the date of this Plan times a per-share
value of $1.20.

     BOARD OF DIRECTORS - the Board of Directors of the Company or any
properly constituted committee thereof.

     CAUSE - the occurrence of any of the following events: (a) substantial
failure to satisfactorily perform the material responsibilities of the
Holder's position; (b) conviction of a felony (other than a misdemeanor or
traffic-related offense) punishable by imprisonment; (c) continuing
intoxication or other physical impairment by means of alcohol, drugs or
otherwise during working hours; (d) theft or misappropriation of property or
funds of the Company; or (e) material acts of dishonesty, gross carelessness
or gross misconduct in the performance of the Holder's duties.

     COMMON STOCK - the common stock of the Company.

     COMPANY - see the introduction hereto.

     DATE OF AWARD - the date stated in the Notice of Award.

     EMPLOYMENT - employment on a substantially full-time basis by the
Company or any Subsidiary of the Company.

     GAAP - generally accepted accounting principles.

     HOLDER - an individual to whom an SAR was awarded pursuant to this Plan.

     NOTICE OF AWARD - a notice in the form of Attachment 1 hereto, duly
completed and signed on behalf of the Company.

     OUTSTANDING COMMON STOCK - the authorized, issued and outstanding shares
of Common Stock on the date of determination, together with shares of Common
Stock issuable pursuant to warrants, options, convertible securities or other
rights outstanding on the date of determination, but excluding the SARs. The
actual number of shares of Common Stock outstanding on the date of this Plan
is only 1,000; this small number reflects the Company's policy of minimizing
its annual Delaware franchise taxes. For all purposes of this Plan, however,
such 1,000 actual shares will be deemed to be 5,000,000 shares of Outstanding
Common Stock.

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     OUTSTANDING SARs - all SARs issued under this Plan prior to the date of
determination, less all SARs to which any Triggering Event occurring prior to
the date of determination applied.

     PERSON - an individual or a corporation, partnership, limited liability
company, trust or any other entity of any kind.

     SALE - (a) the consummation of any merger, combination, consolidation or
similar business transaction involving the Company in which the holders of a
majority of the Outstanding Common Stock immediately prior to consummation of
such transaction (or their affiliates) do not have a majority equity
interest, individually or collectively, directly or indirectly ("CONTROL"),
in the surviving person in such transaction immediately after consummation of
such transaction; (b) the consummation of any sale or transfer of all or
substantially all of the Company's assets to an acquiring person in which the
holders of a majority of the Outstanding Common Stock immediately prior to
such sale or transfer (or their affiliates) do not have Control of the
acquiring person, individually or collectively, immediately after such sale
or transfer; (c) the consummation of any sale (other than in connection with
a Public Offering) of a majority of the Outstanding Common Stock immediately
prior to such sale to an acquiring person in which the holders of a majority
of the Outstanding Common Stock immediately prior to such sale (or their
affiliates) do not have Control of the acquiring person, individually or
collectively, immediately after such sale.

     SAR - a unit of contingent cash consideration granted pursuant to this
Plan which entitles the holder thereof to receive, upon certain events in
accordance with the terms of this Plan, the Appreciation Amount as provided
in this Plan.

     SUBSIDIARY - a Person which is a subsidiary under GAAP.

     TRIGGER COMPANY VALUATION - (a) 3 times the Company's consolidated
earnings before interest, taxes, depreciation and amortization, all as
determined in accordance with GAAP, in the fiscal year most recently
completed before the Trigger Date in question, minus (b) the aggregate
principal amount, determined in accordance with GAAP, of the Company's
consolidated liabilities at the end of such fiscal year for borrowed money,
capitalized leases and the financing of the acquisition of property or
services over an original term of 1 year or more.

     TRIGGERING EVENT - the first of the following to occur:

          (a) a Public Offering, which will apply to all Outstanding
     SARs as of the consummation thereof,

          (b) the Holder's Employment ends for any reason, and whether
     or not it constitutes an Acceleration Event, which will apply to all
     Outstanding SARs then held by the Holder,

          (c) the fifth anniversary of the Date of Grant, which will
     apply to all Outstanding SARs as of such fifth anniversary, or

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          (d) if the Board of Directors elects, in its sole discretion,
     to treat it as a Triggering Event, the consummation of a Sale of the
     Company, which will apply to all Outstanding SARs at the time of such
     consummation. In the event the Board of Directors elects to treat the
     consummation of a Sale as a Triggering Event, it shall also constitute
     an Acceleration Event.

     VESTED SARs - the applicable percentage stated below of all SARs
theretofore awarded to a Holder:

<TABLE>
<CAPTION>
                                                            APPLICABLE
     DATE OF TRIGGERING EVENT                               PERCENTAGE
     <S>                                                    <C>
     Prior to 1st anniversary of Date of Award              0%

     On or after 1st anniversary, but prior to 2d
     anniversary, of Date of Award                          20%

     On or after 2d anniversary, but prior to 3d
     anniversary, of Date of Award                          40%

     On or after 3d anniversary, but prior to 4th
     anniversary, of Date of Award                          60%

     On or after 4th anniversary, but prior to 5th
     anniversary, of Date of Award                          80%

     On or after 5th anniversary of Date of Award           100%
</TABLE>

provided, however, that if an Acceleration Event has occurred before the
Triggering Event, or if the Triggering Event is an Acceleration Event, the
applicable percentage will be 100%.

     2.  AUTHORIZED SARs; GRANT. Up to 5,000,000 SARs may be awarded, at the
sole discretion of the Board of Directors, under this Plan. The award of SARs
will be evidenced solely by the delivery of a Notice of Award. No Person will
have any rights or claims under or relating to this Plan or any SAR unless
and until a Notice of Award has been delivered.

     3.  OCCURRENCE OF A TRIGGERING EVENT. Within 30 days after a Triggering
Event, the Company shall give notice thereof to the Holder(s) of SARs to
which the Triggering Event applies (the "TRIGGERING NOTICE"). Within 90 days
after the Triggering Notice, the Company will pay the Holder(s) of SARs to
which the Triggering Event applies, for each Vested SAR to which the
Triggering Event applies, the Appreciation Amount, if any. The payment shall
be made in the form of cash and, at the Company's option, tender of its
promissory note. The portion payable by promissory note shall not, however,
exceed two-thirds of the total amount payable. If a promissory note is
issued, it will be payable in full on the fifth anniversary of its issuance,
will bear interest at the bond equivalent rate borne at the time of the
Triggering Event by U.S. Treasury obligations maturing 5 years after the
Triggering Event, will be prepayable by

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the Company's option at any time, in whole or in part, without premium or
penalty and all payments of principal and interest thereunder shall be
deferrable by the Company to the extent such payment would violate or cause a
default under any loan agreement, note purchase agreement, indenture, note,
bond, debenture or other instrument relating to indebtedness. Any deferred
amount shall bear interest at the same rate as specified in this Section 3.
All decisions regarding a Triggering Event, including timing, terms and
conditions and the consideration relating thereto, are at the sole and
absolute discretion of the Board of Directors.

     4.  TAXES; STATUS OF HOLDERS; UNFUNDED AND UNSECURED.

     (a) Any taxes payable in connection with the SARs shall be the
responsibility of the Holders. All payments to the Holders of SARs shall be
subject to the withholding and payment of applicable payroll, withholding and
other taxes.

     (b) The Holders shall not have any interest in any fund or specific
assets of the Company by reason of this Plan. Nothing contained herein shall
require the Company to segregate any monies from its general funds, to create
any trusts or to make any special deposits in connection with any of its
obligations hereunder. No Holder will have any rights of a shareholder on
account of any SARs held by him or her.

     (c) All amounts payable to Holders under this Plan shall be paid from
the general funds of the Company, and no Holder shall be more than an
unsecured general creditor of the Company with no special or prior right to
any assets of the Company for payment of any obligations hereunder. Nothing
contained in this Agreement shall be deemed to create a trust of any kind for
the benefit of any Holder, or create any fiduciary relationship between the
Company and any Holder.

     5.  TRANSFERS, ETC. SARs shall not be transferable by the Holders
except by will or by the laws of descent and distribution. During the
lifetime of the Holders, SARs granted hereunder shall be exercisable only by
the Holders.

     6.  CHANGES IN COMMON STOCK. In the event of any stock dividend, split,
reverse split, recapitalization, exchange of shares or other similar
corporate change, the aggregate number of SARs granted under this Plan to the
Holders, or the terms thereof, shall be adjusted by the Board of Directors to
the extent necessary to preserve the benefits of this Plan to the Holders and
to the Company. The Company reserves the right to issue new SARs and new
shares of Common Stock in its sole discretion, without making any adjustment
of the SARs (except for the instances expressly provided for in the preceding
sentence), even though such additional issuances may have an a dilutive
economic effect on SARs.

     7.  HEIRS, ETC. This Plan shall be binding on the Holders and his heirs
and personal representatives, and on the Company and its successors and
assigns.

     8.  COUNTERPARTS. This Plan may be executed in two or more counterparts,
any one of which shall be deemed an original without reference to the others.

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     9.  EMPLOYMENT. This Plan is not, and shall not be construed as, an
employment agreement for the benefit of the Holders. The granting of SARs
hereunder shall not affect the Holder's status as an "at will" employee of
the Company or a Subsidiary thereof.

     10.  NOTICES. Notices given hereunder shall be in writing and
delivered either in person or by registered mail, return receipt requested, and
shall be deemed given on the third day after being personally delivered or
mailed, as the case may be. Notices shall be given to the parties at the
addresses set forth below their respective signatures.

     11.  BOARD OF DIRECTORS. The Board of Directors shall have the right to
determine all questions relating to the interpretation and enforcement of
this Agreement, and its determination will be final and binding on all
Holders. This Plan is subject to amendment and termination at any time at the
sole discretion of the Board of Directors, provided that no amendment or
termination of the Plan will materially adversely affect the rights of any
Holder of an Outstanding SAR at the time of such amendment or termination.

     12.  GOVERNING LAW. This Plan shall be a contract made under, governed
by and construed under, the laws of the state of Delaware, without regard to
its conflict of laws rules.

     13.  ARBITRATION. Any dispute arising under or relating to this Plan
which is not determined by the Board of Directors shall be determined
exclusively by arbitration before a single arbitrator in Los Angeles,
California. If the parties to the dispute cannot agree on the arbitrator
within 15 days of demand for arbitration, he or she will be selected by the
President of the Los Angeles chapter of the American Arbitration Association.
Each party to the dispute will bear his, her or its own expenses, including
without limitation the fees and expenses of its, his or her own counsel. The
fees and expenses of the arbitrator will be borne equally by all parties to
the dispute.

     14.  MISCELLANEOUS. The section headings contained in this Plan are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Plan. This Plan embodies the entire agreement and
understanding of the parties hereto in respect of the subject matter
contained herein. Neither the Plan nor any SAR may be modified orally, but
only by a writing subscribed by the party charged therewith. There are no
restrictions, promises, representations, warranties, covenants or
undertakings, other than those expressly set forth or referred to herein.
This Plan supersedes all prior agreements and understandings (whether oral or
written) between the parties with respect to such subject matter. Wherever
possible, each provision of this Plan shall be interpreted in such a manner
as to be effective and valid under applicable law, but if any provision of
this Plan shall be prohibited by or declared invalid under applicable law,
such provision shall be void and of no effect and the remaining provisions of
this Plan shall remain in full force and effect.

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                                                               ATTACHMENT 1

                                 NOTICE OF AWARD
                                      UNDER
                             COAST ENERGY GROUP, INC.
                           STOCK APPRECIATION RIGHTS PLAN


     This Notice of Award confirms the award of the number of SARs stated
below to the person, and on the date, stated below, under the Stock
Appreciation Rights Plan (the "PLAN") dated May 14, 1996 (and possibly to be
amended and from time to time hereafter in accordance with its terms), which
amends and replaces the Coast Energy Group, Inc. Stock Appreciation Rights
Plan dated January 31, 1996 of Coast Energy Group, Inc., a Delaware
corporation (the "COMPANY").

     This Notice of Award, and the SARs awarded hereby, are subject to all
the terms and conditions of the Plan, as it is in effect from time to time.
Possession of this Notice of Award does not evidence any title to or interest
in SARs. During the lifetime of the Awardee, all SARs can be exercised only
by the Awardee.

     By his or her acceptance hereof, the Holder hereby acknowledges the
receipt of the Plan as currently in effect and that the SARs granted
hereunder have no independent value and are governed in full by the Plan.

     1. Name of Awardee:

     2. Number of SARs Awarded:

     3. Date of Award:                 February 1, 1996

     IN WITNESS WHEREOF, the Company has executed this Notice of Award,
effective on the Date of Award stated above.

                                       COAST ENERGY GROUP, INC.

                                       By
                                         ---------------------------------
                                             Keith G. Baxter
                                             Chief Executive Officer


Awardee acknowledges receipt and acceptance of the Amended Plan dated May 14,
1996.

                                         ---------------------------------
                                              Name
                                              Title