EXHIBIT 4.8

                                   EXHIBIT C
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                             STOCK PLEDGE AGREEMENT
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     This STOCK PLEDGE AGREEMENT (this "Agreement"), dated effective as of
Septemeber ____, 2003, is entered into between WHITTIER ENERGY COMPANY, a Nevada
corporation ("Pledgor") and COMPASS BANK, an Alabama state chartered bank
("Secured Party"), with reference to the following:

     WHEREAS, Pledgor beneficially owns certain shares of common stock, as more
fully described on Schedule "A" attached hereto, of WHITTIER OPERATING, INC., a
Texas corporation ("Issuer" or "Borrower") identified under the column entitled
"Issuer" on Schedule "A" (the "Pledged Shares");

     WHEREAS, Issuer and Pledgor, collectively, as borrower, and Secured Party,
as lender, entered into the Credit Agreement (as hereinafter defined);

     WHEREAS, to induce Secured Party to grant the extensions of credit and
other financial accommodations provided to Borrower pursuant to the Credit
Agreement, Pledgor agreed to pledge, grant, transfer, and assign to Secured
Party a security interest in the Collateral (as hereinafter defined) as security
for the Obligations of Borrower under the Credit Agreement.

     NOW, THEREFORE, in consideration of the mutual promises, covenants,
representations, and warranties set forth herein and for other good and valuable
consideration, the parties hereto agree as follows:

     1.   Definitions and Construction.

     (a)  Definitions. As used in this Agreement:

          "Agreement" shall mean this Stock Pledge Agreement.

          "Bankruptcy Code" shall mean The Bankruptcy Reform Act of 1978 (11
U.S.C. ss.ss.101-1330), as amended or supplemented from time to time, and any
successor statute, and all of the rules issued or promulgated in connection
therewith.

          "Business Day" shall have the meaning ascribed thereto in the Credit
Agreement.

          "Collateral" shall mean the Pledged Shares, the Future Rights, and the
Proceeds, collectively.

          "Credit Agreement" shall mean that certain Credit Agreement dated July
17, 2002, as amended by the First Amendment thereto dated March 10, 2003 and the
Second Amendment thereto dated as of even date herewith between Issuer, Pledgor
and Secured Party.

          "Event of Default" shall have the meaning ascribed thereto in the
Credit Agreement.

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          "Future Rights" shall mean: (a) all shares of, all securities
convertible or exchangeable into, and all warrants, options or other rights to
purchase shares of stock of (i) the Issuer (other than the Pledged Shares), and
(ii) any Person which, after the date of this Agreement, becomes a direct
Subsidiary of Issuer and is incorporated under the laws of any state of the
United States from time to time held or acquired by Issuer in any manner; and
(b) the certificates or instruments representing such additional shares,
convertible or exchangeable securities, warrants, and other rights and all
dividends, cash, options, warrants, rights, instruments, and other property or
proceeds from time to time received, receivable, or otherwise distributed in
respect of or in exchange for any or all of such shares.

          "Holder" and "Holders" shall have the meanings ascribed thereto in
Section 3 of this Agreement.

          "Issuer" shall have the meaning ascribed thereto in the recitals to
this Agreement and shall also mean any successors thereto, whether by merger or
otherwise.

          "Lien" shall mean any lien, mortgage, pledge, assignment (including
any assignment of rights to receive payments of money), security interest,
charge, or encumbrance of any kind (including any conditional sale or other
title retention agreement, any lease in the nature thereof, or any agreement to
give any security interest).

          "Loan Documents" shall have the meaning ascribed thereto in the Credit
Agreement.

          "Obligations" shall have the meaning ascribed thereto in the Credit
Agreement.

          "Person" shall have the meaning ascribed thereto in the Credit
Agreement.

          "Pledged Shares" shall have the meaning ascribed thereto in the
recitals to this Agreement.

          "Pledgor" shall have the meaning ascribed thereto in the preamble to
this Agreement.

          "Proceeds" shall mean all proceeds (including proceeds of proceeds) of
the Pledged Shares and Future Rights including all: (a) rights, benefits,
distributions, premiums, profits, dividends, interest, cash, instruments,
documents of title, accounts, contract rights, inventory, equipment, general
intangibles, deposit accounts, chattel paper, and other property from time to
time received, receivable, or otherwise distributed in respect of or in exchange
for, or as a replacement of or a substitution for, any of the Pledged Shares,
Future Rights, or proceeds thereof (including any cash, stock, or other
securities or instruments issued after any recapitalization, readjustment,
reclassification, merger or consolidation with respect to the Issuer and any
claims against financial intermediaries); (b) proceeds of any insurance,
indemnity, warranty, or guaranty (including guaranties of delivery) payable from
time to time with respect to any of the Pledged Shares, Future Rights, or
proceeds thereof; (c) payments (in any form whatsoever) made or due and payable
to Pledgor from time to time in connection with any requisition, confiscation,
condemnation, seizure or forfeiture of all or any part of the Pledged Shares,
Future Rights, or proceeds thereof; and (d) other amounts from time to time paid
or payable under or in connection with any of the Pledged Shares, Future Rights,
or proceeds thereof.

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          "Secured Party" shall have the meaning ascribed thereto in the
preamble to this Agreement.

          "Securities Act" shall have the meaning ascribed thereto in Section
9(b) of this Agreement.

          "Subsidiary" shall have the meaning ascribed thereto in the Credit
Agreement. All initially capitalized terms used herein and not otherwise defined
shall have the meaning ascribed thereto in the Credit Agreement.

     (b)  Construction.

          (i) Unless the context of this Agreement clearly requires otherwise,
references to the plural includes the singular and to the singular includes the
plural, the part includes the whole, the term "including" is not limiting, and
the term "or" has, except where otherwise indicated, the inclusive meaning
represented by the phrase "and/or." The words "hereof," "herein," "hereby,"
"hereunder," and other similar terms in this Agreement refer to this Agreement
as a whole and not exclusively to any particular provision of this Agreement.
Article, section, subsection, exhibit, and schedule references are to this
Agreement unless otherwise specified. All of the exhibits or schedules attached
to this Agreement shall be deemed incorporated herein by reference. Any
reference to any of the following documents includes any and all alterations,
amendments, extensions, modifications, renewals, or supplements thereto or
thereof, as applicable: this Agreement, the Credit Agreement, and any of the
other Loan Documents.

          (ii) Neither this Agreement nor any uncertainty or ambiguity herein
shall be construed or resolved against Secured Party or Pledgor, whether under
any rule of construction or otherwise. On the contrary, this Agreement has been
reviewed by both of the parties and their respective counsel and shall be
construed and interpreted according to the ordinary meaning of the words used so
as to fairly accomplish the purposes and intentions of the parties hereto.

          (iii) In the event of any direct conflict between the express terms
and provisions of this Agreement and of the Credit Agreement, the terms and
provisions of the Credit Agreement shall control.

     2.   Pledge. As security for the prompt payment and performance in full
of the Obligations of Issuer to Secured Party under the Credit Agreement when
due, whether at stated maturity, by acceleration or otherwise (including amounts
that would become due but for the operation of the automatic stay under
ss.362(a) of the Bankruptcy Code), Pledgor hereby pledges, grants, transfers,
and assigns to Secured Party a security interest in all of Pledgor's right,
title, and interest in and to the Collateral.

     3.   Delivery and Registration of Collateral.

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          (a) All certificates or instruments representing or evidencing the
Collateral shall be promptly delivered by Pledgor to Secured Party or Secured
Party's designee pursuant hereto at a location designated by Secured Party and
shall be held by or on behalf of Secured Party pursuant hereto, and shall be in
suitable form for transfer by delivery, or shall be accompanied by duly executed
instruments of transfer or assignment in blank, all in form and substance
satisfactory to Secured Party.

          (b) Secured Party shall have the right, at any time in its discretion
and without notice to Pledgor, to transfer to or to register on the books of the
Issuer (or of any other Person maintaining records with respect to the
Collateral) in the name of Secured Party or any of its nominees any or all of
the Collateral. In addition, Secured Party shall have the right at any time to
exchange certificates or instruments representing or evidencing Collateral for
certificates or instruments of smaller or larger denominations.

          (c) If, at any time and from time to time, any Collateral (including
any certificate or instrument representing or evidencing any Collateral) is in
the possession of a Person other than Secured Party or Pledgor (a "Holder"),
then Pledgor shall immediately, at Secured Party's option, either cause such
Collateral to be delivered into Secured Party's possession, or execute and
deliver to such Holder a written notification/ instruction, and take all other
steps necessary to perfect the security interest of Secured Party in such
Collateral, including obtaining from such Holder a written acknowledgment that
such Holder holds such Collateral for Secured Party, all pursuant to the
applicable laws governing the perfection of Secured Party's security interest in
the Collateral in the possession of such Holder. Each such
notification/instruction and acknowledgment shall be in form and substance
satisfactory to Secured Party.

          (d) Any and all Collateral (including dividends, interest, and other
cash distributions) at any time received or held by Pledgor shall be so received
or held in trust for Secured Party, shall be segregated from other funds and
property of Pledgor and shall be forthwith delivered to Secured Party in the
same form as so received or held, with any necessary endorsements.

          (e) If at any time and from time to time any Collateral consists of an
uncertificated security or a security in book entry form, then Pledgor shall
immediately cause such Collateral to be registered or entered, as the case may
be, in the name of Secured Party, or otherwise cause Secured Party's security
interest thereon to be perfected in accordance with applicable law.

     4.    Voting Rights and Dividends.

          (a) So long as no Event of Default shall have occurred and be
continuing, Pledgor shall be entitled to exercise any and all voting and other
consensual rights pertaining to the Collateral or any part thereof for any
purpose not inconsistent with the terms of the Credit Agreement and shall be
entitled to receive and retain any cash dividends or distributions paid in
respect of the Collateral.

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          (b) Upon the occurrence and during the continuance of an Event of
Default, all rights of Pledgor to exercise the voting and other consensual
rights or receive and retain cash dividends or distributions which it would
otherwise be entitled to exercise or receive and retain, as applicable pursuant
to Section 4(a) shall cease, and all such rights shall thereupon become vested
in Secured Party, who shall thereupon have the sole right to exercise such
voting or other consensual rights and to receive and retain such cash dividends
and distributions. Pledgor shall execute and deliver (or cause to be executed
and delivered) to Secured Party all such proxies and other instruments as
Secured Party may request for the purpose of enabling Secured Party to exercise
the voting and other rights which it is entitled to exercise pursuant to this
subsection (b).

     5.   Representations and Warranties. Pledgor represents, warrants, and
covenants as follows:

          (a) Pledgor has taken all steps it deems necessary or appropriate to
be informed on a continuing basis of changes or potential changes affecting the
Collateral (including rights of conversion and exchange, rights to subscribe,
payment of dividends, reorganizations or recapitalization, tender offers and
voting rights), and Pledgor agrees that Secured Party shall have no
responsibility or liability for informing Pledgor of any such changes or
potential changes or for taking any action or omitting to take any action with
respect thereto;

          (b) All information herein or hereafter supplied to Secured Party by
or on behalf of Pledgor in writing with respect to the Collateral is, or in the
case of information hereafter supplied will be, accurate and complete in all
material respects;

          (c) Pledgor is and will be the sole legal and beneficial owner of the
Collateral (including the Pledged Shares and all other Collateral acquired by
Pledgor after the date hereof) free and clear of any adverse claim, Lien, or
other right, title, or interest of any party;

          (d) This Agreement, and the delivery to Secured Party of the Pledged
Shares representing Collateral (or the delivery to all Holders of the Pledged
Shares representing Collateral of the notification/instruction referred to in
Section 3 of this Agreement), creates a valid, perfected, and first priority
security interest in one hundred percent (100%) of the Pledged Shares in favor
of Secured Party securing payment of the Obligations, and all actions necessary
to achieve such perfection have been duly taken;

          (e) Schedule A to this Agreement is true and correct and complete in
all material respects; without limiting the generality of the foregoing: (i) all
the Pledged Shares are in certificated form, and, except to the extent
registered in the name of Secured Party or its nominee pursuant to the
provisions of this Agreement, are registered in the name of Pledgor; and (ii)
the Pledged Shares as to the Issuer constitute at least the percentage of all
the fully diluted issued and outstanding shares of stock of such Issuer as set
forth in Schedule A to this Agreement (if any such percentages are set forth on
Schedule A);

          (f) There are no presently existing Future Rights or Proceeds owned by
Pledgor;

          (g) The Pledged Shares have been duly authorized and validly issued
and are fully paid and nonassessable; and

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          (h) Neither the pledge of the Collateral pursuant to this Agreement
nor the extensions of credit represented by the Obligations violates Regulation
G, T, U or X of the Board of Governors of the Federal Reserve System.

     6.   Further Assurances.

          (a) Pledgor agrees that from time to time, at the expense of Pledgor,
Pledgor will promptly execute and deliver all further instruments and documents,
and take all further action that may be necessary or desirable, or that Secured
Party may request, in order to perfect and protect any security interest granted
or purported to be granted hereby or to enable Secured Party to exercise and
enforce its rights and remedies hereunder with respect to any Collateral.
Without limiting the generality of the foregoing, Pledgor will: (i) at the
request of Secured Party, mark conspicuously each of its records pertaining to
the Collateral with a legend, in form and substance satisfactory to Secured
Party, indicating that such Collateral is subject to the security interest
granted hereby; (ii) execute and file such financing or continuation statements,
or amendments thereto, and such other instruments or notices, as may be
necessary or desirable, or as Secured Party may request, in order to perfect and
preserve the security interests granted or purported to be granted hereby; (iii)
as more fully set forth in the Credit Agreement, allow inspection of the
Collateral by Secured Party or Persons designated by Secured Party; and (iv)
appear in and defend any action or proceeding that may affect Pledgor's title to
or Secured Party's security interest in the Collateral.

          (b) Pledgor hereby authorizes Secured Party to file one or more
financing or continuation statements, and amendments thereto, relative to all or
any part of the Collateral without the signature of Pledgor where permitted by
law. A carbon, photographic, or other reproduction of this Agreement or any
financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law.

          (c) Pledgor will furnish to Secured Party, upon the request of Secured
Party: (1) a certificate executed by Pledgor, and dated as of the date of
delivery to Secured Party, itemizing in such detail as Secured Party may
request, the Collateral which, as of the date of such certificate, has been
delivered to Secured Party by Pledgor pursuant to the provisions of this
Agreement; and (ii) such statements and schedules further identifying and
describing the Collateral and such other reports in connection with the
Collateral as Secured Party may request.

     7.   Covenants of Pledgor. Pledgor shall:

          (a) Perform each and every covenant in the Credit Agreement;

          (b) At all times keep at least one complete set of its records
concerning substantially all of the Collateral at the address set forth below
his signature on this Agreement, and not change the location of its office or
such records without giving Secured Party at least thirty (30) days prior
written notice thereof; and

          (c) Upon receipt by Pledgor of any material notice, report, or other
communication from any Issuer or any Holder relating to all or any part of the
Collateral, deliver such notice, report or other communication to Secured Party
as soon as possible, but in no event later than five (5) Business Days following
the receipt thereof by Pledgor.

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     8.   Secured Party as Pledgor's Attorney-in-Fact.

          (a) Pledgor hereby irrevocably appoints Secured Party as Pledgor's
attorney-in-fact, with full authority in the place and stead of Pledgor and in
the name of Pledgor, Secured Party or otherwise, from time to time at Secured
Party's discretion, to take any action and to execute any instrument that
Secured Party may deem necessary or advisable to accomplish the purposes of this
Agreement, including: (i) after the occurrence and during the continuance of an
Event of Default, to receive, endorse, and collect all instruments made payable
to Pledgor representing any dividend, interest payment or other distribution in
respect of the Collateral or any part thereof to the extent permitted hereunder
and to give full discharge for the same and to execute and file governmental
notifications and reporting forms; (ii) to issue any notifications/instructions
Secured Party deems necessary pursuant to Section 3 of this Agreement; or (iii)
to arrange for the transfer of the Collateral on the books of the Issuer or any
other Person to the name of Secured Party or to the name of Secured Party's
nominee.

          (b) In addition to the designation of Secured Party as Pledgor's
attorney-in-fact in subsection (a), Pledgor hereby irrevocably appoints Secured
Party as Pledgor's agent and attorney-in-fact to make, execute and deliver any
and all documents and writings which may be necessary or appropriate for
approval of, or be required by, any regulatory authority located in any city,
county or state where Pledgor or the Issuer engages in business, in order to
transfer or to more effectively transfer any of the Pledged Shares or otherwise
enforce Secured Party's rights hereunder.

     9.   Remedies upon Default. Upon the occurrence and during the continuance
of an Event of Default:

          (a) Secured Party may exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise available
to it, all the rights and remedies of a secured party on default under the Texas
Business and Commerce Code (the "Code") (irrespective of whether the Code
applies to the affected items of Collateral), and Secured Party may also without
notice (except as specified below) sell the Collateral or any part thereof in
one or more parcels at public or private sale, at any exchange, broker's board
or at any of Secured Party's offices or elsewhere, for cash, on credit or for
future delivery, at such time or times and at such price or prices and upon such
other terms as Secured Party may deem commercially reasonable, irrespective of
the impact of any such sales on the market price of the Collateral. To the
maximum extent permitted by applicable law, Secured Party may be the purchaser
of any or all of the Collateral at any such sale and shall be entitled, for the
purpose of bidding and making settlement or payment of the purchase price for
all or any portion of the Collateral sold at any such public sale, to use and
apply all or any part of the Obligations as a credit on account of the purchase
price of any Collateral payable at such sale. Each purchaser at any such sale
shall hold the property sold absolutely free from any claim or right on the part
of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all
rights of redemption, stay, or appraisal that it now has or may at any time in
the future have under any rule of law or statute now existing or hereafter
enacted. Pledgor agrees that, to the extent notice of sale shall be required by
law, at least ten (10) calendar days notice to Pledgor of the time and place of
any public sale or the time after which a private sale is to be made shall

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constitute reasonable notification. Secured Party shall not be obligated to make
any sale of Collateral regardless of notice of sale having been given. Secured
Party may adjourn any public or private sale from time to time by announcement
at the time and place fixed therefor, and such sale may, without further notice,
be made at the time and place to which it was so adjourned. To the maximum
extent permitted by law, Pledgor hereby waives any claims against Secured Party
arising because the price at which any Collateral may have been sold at such a
private sale was less than the price that might have been obtained at a public
sale, even if Secured Party accepts the first offer received and does not offer
such Collateral to more than one offeree.

          (b) Pledgor hereby acknowledges that the sale by Secured Party of any
Collateral pursuant to the terms hereof in compliance with the Securities Act of
1933 as now in effect or as hereafter amended, or any similar statute hereafter
adopted with similar purpose or effect (the "Securities Act"), as well as
applicable "Blue Sky" or other state securities laws may require strict
limitations as to the manner in which Secured Party or any subsequent transferee
of the Collateral may dispose thereof. Pledgor acknowledges and agrees that in
order to protect Secured Party's interest it may be necessary to sell the
Collateral at a price less than the maximum price attainable if a sale were
delayed or were made in another manner, such as a public offering under the
Securities Act. Pledgor has no objection to sale in such a manner and agrees
that Secured Party shall have no obligation to obtain the maximum possible price
for the Collateral. Without limiting the generality of the foregoing, Pledgor
agrees that, upon the occurrence and during the continuation of an Event of
Default, Secured Party may, subject to applicable law, from time to time attempt
to sell all or any part of the Collateral by a private placement, restricting
the bidders and prospective purchasers to those who will represent and agree
that they are purchasing for investment only and not for distribution. In so
doing, Secured Party may solicit offers to buy the Collateral or any part
thereof for cash, from a limited number of investors deemed by Secured Party to
be institutional investors or other responsible parties who might be interested
in purchasing the Collateral. If Secured Party shall solicit such offers, then
the acceptance by Secured Party of one of the offers shall be deemed to be a
commercially reasonable method of disposition of the Collateral.

          (c) If Secured Party shall determine to exercise its right to sell all
or any portion of the Collateral pursuant to this Section, Pledgor agrees that
upon request of Secured Party, Pledgor will, at its own expense:

               (i) execute and deliver, or cause the officers and directors of
the Issuer to execute and deliver, to any person, entity or governmental
authority as Secured Party may choose, any and all documents and writings which
may be necessary or appropriate for approval, or be required by, any regulatory
authority located in any city, county, state or country where Pledgor or the
Issuer engages in business, in order to transfer or to more effectively transfer
the Pledged Shares or otherwise enforce Secured Party's rights hereunder;

               (ii) do or cause to be done all such other acts and things as may
be necessary to make such sale of the Collateral or any part thereof valid and
binding and in compliance with applicable law; and

               (iii) with respect to any of the Collateral that is not
registered under the Securities Act and the rules and regulations of the
Securities and Exchange Commission applicable thereto:

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               (a) use its best efforts to execute and deliver, and cause the
          Borrower and the directors and officers thereof to execute and
          deliver, all such instruments and documents, and to do or cause to be
          done all such other acts and things, as may be necessary or, in the
          opinion of Secured Party, advisable to register such Collateral under
          the provisions of the Securities Act, and to cause the registration
          statement relating thereto to become effective and to remain effective
          for such period as prospectuses are required by law to be furnished,
          and to make all amendments and supplements thereto and to the related
          prospectuses which, in the opinion of Secured Party, are necessary or
          advisable, all in conformity with the requirements of the Securities
          Act and the rules and regulations of the Securities and Exchange
          Commission applicable thereto;

               (b) use its best efforts to qualify the Collateral under the
          state securities laws or "Blue Sky" laws and to obtain all necessary
          governmental approvals for the sale of the Collateral, as requested by
          Secured Party.

Pledgor acknowledges that there is no adequate remedy at law for failure by it
to comply with the provisions of this Section and that such failure would not be
adequately compensable in damages, and therefore agrees that its agreements
contained in this Section may be specifically enforced.

     10.   Secured Party; Duties; Standard of Care. The powers conferred on
Secured Party hereunder are solely to protect its interests in the Collateral
and shall not impose on it any duty to exercise such powers.

     11.   Choice of Law; Consent to Jurisdiction.

          (a) THE VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION, INTERPRETATION
AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HERETO, SHALL BE DETERMINED
UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF TEXAS.

          (b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN
CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE
AND FEDERAL COURTS LOCATED IN THE COUNTY OF HARRIS, STATE OF TEXAS OR, AT THE
SOLE OPTION OF SECURED PARTY, IN ANY OTHER COURT IN WHICH SECURED PARTY SHALL
INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER
JURISDICTION OVER THE MATTER IN CONTROVERSY. EACH OF PLEDGOR AND SECURED PARTY
WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO
ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT
ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 11.

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     12.   Amendments; etc. No amendment or waiver of any provision of this
Agreement nor consent to any departure by Pledgor herefrom, shall in any event
be effective unless the same shall be in writing and signed by Secured Party,
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given. No failure on the part of Secured
Party to exercise, and no delay in exercising any right under this Agreement,
the Credit Agreement, or otherwise with respect to any of the Obligations, shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right under this Agreement, the Credit Agreement, or otherwise with respect to
any of the Obligations preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided in this Agreement or
otherwise with respect to any of the Obligations are cumulative and not
exclusive of any remedies provided by law.

     13.  Notices. Unless otherwise specifically provided herein, any notice or
other communication herein required or permitted to be given shall be given in
accordance with the terms of Section 8.03 of the Credit Agreement. Any such
notice to Borrower shall also be sent to Pledgor as set forth in section 8.03 of
the Credit Agreement.

     14.  Continuing Security Interest. This Agreement shall create a continuing
security interest in the Collateral and shall: (i) remain in full force and
effect until the indefeasible payment in full of the Obligations, and the full
and final termination of any commitment to extend any financial accommodations
under the Credit Agreement; (ii) be binding upon Pledgor, its successors and
assigns; and (iii) inure to the benefit of Secured Party and its successors,
transferees, and assigns. Upon the indefeasible payment in full of the
Obligations, and the full and final termination of any commitment to extend any
financial accommodations under the Credit Agreement, the security interests
granted hereby shall automatically terminate and all rights to the Collateral
shall revert to Pledgor. Upon any such termination, Secured Party will, at
Pledgor's expense, execute and deliver to Pledgor such documents as Pledgor
shall reasonably request to evidence such termination. Such documents shall be
prepared by Pledgor and shall be in form and substance satisfactory to Secured
Party.

     15.  Security Interest Absolute. To the maximum extent permitted by law,
all rights of Secured Party and security interests hereunder, and all
obligations of the Pledgor hereunder, shall be absolute and unconditional
irrespective of:

          (a) any lack of validity or enforceability of any of the Obligations
or any other agreement or instrument relating thereto, including the Credit
Agreement or any of the other Loan Documents;

          (b) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Obligations, or any other amendment or waiver
of or any consent to any departure from the Credit Agreement or any of the other
Loan Documents, or any other agreement or instrument relating thereto;

          (c) any exchange, release or non-perfection of any other collateral,
or any release or amendment or waiver of or consent to departure from any
guaranty for all or any of the Obligations; or

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          (d) any other circumstances that might otherwise constitute a defense
available to, or a discharge of, Pledgor.

To the maximum extent permitted by law, Pledgor hereby waives any right to
require Secured Party to pursue any other remedy in Secured Party's power
whatsoever.

     16.  Headings. Section and subsection headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement or be given any substantive effect.

     17.  Severability. In case any provision in or obligation under this
Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

     18.  Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same Agreement.

     19.  Waiver of Marshaling. Each of Pledgor and Secured Party acknowledges
and agrees that in exercising any rights under or with respect to the
Collateral: (i) Secured Party is under no obligation to marshal any collateral
pledged to it; (ii) may, in its absolute discretion, realize upon such
Collateral in any order and in any manner it so elects; and (iii) may, in its
absolute discretion, apply the proceeds of any or all of such Collateral to the
obligations secured by the Collateral in any order and in any manner it so
elects.

     IN WITNESS WHEREOF, Pledgor and Secured Party have caused this Agreement to
be duly executed and delivered as of the date first above written.









                                       12
<PAGE>

                                      PLEDGOR
                                      -------

                                      WHITTIER ENERGY COMPANY


                                      By:___________________________
                                      Bryce W. Rhodes
                                      Vice President

                                      Pledgor's address:
                                      3355 West Alabama, Suite 950
                                      Houston, Texas 77098


                                      SECURED PARTY
                                      -------------

                                      COMPASS BANK

                                      By:___________________________
                                      Kathleen J. Bowen
                                      Vice President




                                       13
<PAGE>

                                   SCHEDULE A
                                       TO
                             STOCK PLEDGE AGREEMENT



                                 Pledged Shares
                                 --------------

      Issuer      Number of   Class   Certificate   Pledgor's    Jurisdiction of
                    Shares              Number(s)   Percentage    Incorporation
                                                    Ownership
--------------------------------------------------------------------------------

Whittier Operating,
       Inc.            %                                %             Texas