SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
                                               

                                                                  
                              FORM 8-K 

                           CURRENT REPORT 


                Pursuant to Section 13 or 15(d) of the
                   Securities Exchange Act of 1934 


 Date of Report (Date of earliest event reported)   December 13, 1996 


                         Berry Petroleum Company                 
         (Exact name of registrant as specified in its charter) 


Delaware                   1-9735                      77-0079387
(State or other         (Commission                  IRS Employer
jurisdiction of          File Number)              Identification No.
incorporation)


       28700 Hovey Hills Road,   P.O. Bin X,  Taft, CA 93268     
             (Address of principal executive offices)


Registrant's telephone number, including area code (805) 769-8811 


                              N/A                                 
 (Former name or former address, if changed since last report) 












<PAGE> 2

Item 2.     Acquisition or Disposition of Assets.

     On December 13, 1996 Berry Petroleum Company, a Delaware
corporation (the "Company"), purchased certain assets from Exxon
Corporation, a New Jersey corporation ("Exxon"), for the
aggregate consideration of $49.5 million (net of operations from
July 1, 1996).  The consideration was paid from the Company's
existing working capital and borrowing from the Company's
unsecured credit facility with NationsBank of Texas.  The
effective date of the transaction is July 1, 1996.

     The assets purchased include all of the outstanding capital
stock of San Joaquin Production Company ("SJPC"), a Louisiana
corporation, formerly known as the Exxon San Joaquin Production
Company.  The primary assets of SJPC are the Formax Property
which includes 200 acres of heavy oil producing properties and
other assets associated with heavy oil producing activities.  The
Formax oil producing properties are located adjacent to the
Company's South Midway-Sunset field properties.  These Formax
properties are currently producing about 1,050 barrels per day
("BPD") of heavy (13 degree API) crude oil from 130 wells and
have estimated reserves of approximately 20 million barrels.

     The Formax property is subject to a 2-1/2% convertible
overriding royalty plus a variable overriding royalty interest
("ORRI") reserved by Exxon.  This ORRI provides for Exxon to
receive an annual payment equal to 75% of the posted price
applicable for 13 degree API crude oil in excess, if any, of a
base price.  The base price is defined as $12.70 per barrel for
1996, escalated at 2% per year.


Item 7.     Financial Statements and Exhibits.

     (a).     Financial Statements.  It is impracticable to
provide the required financial statements and pro forma financial
information at this time and such financial statements and pro
forma financial information will be filed as soon as they are
available, but in no event later than 60 days after the date this
Form 8-K is required to be filed.

     (b).     Pro Forma Financial Information.  See Item 7(a) above.

     (c).     Exhibits.

        10.1  Stock Purchase Agreement, dated December 11, 1996, by       
              and between the Registrant and Exxon Corporation, a New
              Jersey corporation.

                                                                  



<PAGE> 3

                        SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.

Date:   December 17, 1996          BERRY PETROLEUM COMPANY,
                                   a Delaware corporation


                                   /s/ Ralph J. Goehring
                                                                  
                                   By: Ralph J. Goehring,
                                       Chief Financial Officer


                                    
                                      






										

<PAGE> 1
                S T O C K   P U R C H A S E   A G R E E M E N T


     This Stock Purchase Agreement ("Agreement") is between Exxon Corporation,
a New Jersey Corporation with an address of P.O. Box 2180, Houston, Texas  
77252-2180 ("Exxon"), as seller, and Berry Petroleum Company, a Delaware 
Corporation with an address of Post Office Bin X, Taft, California 93268 
("Buyer"), as Buyer, effective on the Effective Date.

     Buyer desires to purchase all of the outstanding capital stock of the San
Joaquin Production Company, a Louisiana Corporation, formerly known as the 
Exxon San Joaquin Production Company ("SJPC"), and Exxon desires to sell such
stock to Buyer, subject to the terms and conditions of this Agreement.  SJPC 
and Formax Oil Company, a California Corporation ("Formax") join in this
Agreement for the purpose of agreeing to take all actions required by them
under the terms herein.  It is the parties' intent that Buyer have 
responsibility for all matters relating to SJPC and Formax (but not for the
SJPC Property, as defined below), whether related to events occurring before
or after closing this transaction, except to the limited extent provided 
in this Agreement.

     In consideration of their mutual promises under this Agreement, the
benefits to be derived by each party,
 and other good and valuable 
consideration, Buyer and Exxon agree as follows:

                    		  ARTICLE 1.  DEFINITIONS

     The following terms as used in this Agreement will have the following
definitions:

     1.01.   Additional Instruments.  The instruments, if any, executed by
Buyer before Closing and delivered to Exxon in connection with this
transaction, including Buyer's investigation of and bid for the SJPC stock.

     1.02.   Associated Parties.  Successors, assigns, directors, officers,
employees, agents, contractors, and affiliates.  It is expressly understood
and agreed, that, for Exxon, Associated Parties shall include SJPC and Formax,
their successors, assigns, directors, officers, employees, agents, contractors,
and affiliates, provided that, notwithstanding the foregoing, it is understood
and agreed that, SJPC and Formax, their successors, assigns, directors,
officers, employees, agents, contractors and affiliates, shall not be deemed
affiliates of Exxon with regard to any matter or action arising after the 
Closing Date.

     1.03.   Base Purchase Price.  The amount set forth in Section 3.01.


<PAGE> 2
     1.04.   Business Day.  Any day that the headquarters offices 
of Exxon Company, U.S.A., a division of Exxon Corporation, in 
Houston, Texas, are scheduled to be and are open for business.

     1.05.   Claim or Claims.  Collectively, claims, demands, 
causes of action, and lawsuits asserted or filed by any person, 
including an artificial or natural person; a local, state, or 
federal governmental entity; an Associated Party of Buyer, 
Exxon, SJPC or Formax; or a third party.

     1.06.   Closing.  The delivery of the stock certificates and 
executed stock powers and funds by the parties to close the 
purchase and sale of the SJPC stock.

     1.07.   Closing Date.  The date on which Closing is scheduled 
to and does occur.

     1.08.   Code.  The Internal Revenue Code of 1986, as amended.

     1.09.   Condition.  Defined in Section 12.02.

     1.10.   Effective Date.  The date on which the last of the 
parties executes this Agreement.

     1.11.   Effective Time.  7 a.m. local time where the Formax 
Property is located, on July 1, 1996.

     1.12.   Environmental Laws.  Applicable federal, state, and 
local laws, including statutes, regulations, orders, ordinances, 
and common law, currently enacted or enacted in the future and 
relating to protection of public health, welfare, and the 
environment, including those laws relating to storage, handling, 
and use of chemicals and other hazardous materials; those 
relating to the generation, processing, treatment, storage, 
transport, disposal, cleanup, remediation, or other management 
of waste materials or hazardous substances of any kind; and 
those relating to the protection of environmentally sensitive or 
protected areas.  "Environmental Laws" includes, but is not 
limited to the Comprehensive Environmental Response, 
Compensation and Liability Act of 1980, the Resource 
Conservation and Recovery Act of 1976, the Clean Water Act, the 
Safe Drinking Water Act, the Hazardous Materials Transportation 
Act, the Toxic Substance Control Act, and the Clean Air Act, as 
each is amended from time to time.

     1.13.   Formax Property.  That real and personal property 
described on Exhibit A hereto.

     1.14.   SJPC Property.  Any and all property owned by SJPC 
other than the stock of Formax.

     1.15.   Liability or Liabilities.  Collectively, all damages 
(including consequential and punitive damages), including those 
for personal injury, death, or damage to personal or real 
property (both surface and subsurface) and costs for 
remediation, restoration, or clean up of contamination, whether 
the injury, death, or damage occurred or occurs on or off the 
Formax Property by migration, disposal, or otherwise, losses, 
fines, penalties, expenses, costs to remove

<PAGE 3>
or modify facilities on or under the Formax Property, plugging 
liabilities for all Wells, attorneys' fees, court and other legal 
costs incurred in defending any Claim, liens, and judgments, whether 
these damages and other costs are known or unknown, foreseeable or 
unforeseeable.

     1.16.   NORM.  Naturally occurring radioactive material.

     1.17.   Oil.  Crude oil, distillate, drip gasoline, 
condensate, and liquid hydrocarbons.

     1.18.   Occurrence.  Defined in Section 12.03.

     1.19.   Operator.  The person designated as operator of an oil 
and gas property by the applicable regulatory agency.

     1.20.   Strict liability.  Includes strict statutory liability 
and strict products liability.

     1.21.  Well or Wells.  Oil and gas wells, both abandoned 
and unabandoned.

     1.22.  Net Working Capital. The amount equal to the 
difference between:  (a) the sum of the combined net balances 
(after giving effect to applicable allowances or reserves) of the 
cash accounts, accounts receivable, current prepaid accounts, and 
all other current period asset accounts of Formax and SJPC, with 
the exception of the product inventory accounts; and (b) the sum 
of the combined net balances of the accounts payable, and all 
other current liability accounts of Formax and SJPC, but 
excluding all income, ad valorem and severance taxes under the 
taxes payable account, all determined in accordance with GAAP and 
consistent with past reporting practices.

     1.23.   Governmental Authority.  Means any federal, state, 
local, or other governmental or administrative authority, 
agency, court, tribunal, commission, board or bureau.

     1.24.   Income Tax.  Means any tax based solely on or measured 
solely by taxable or net income (including the California 
franchise tax), including any interest, penalty, or addition to 
tax, imposed by any Governmental Authority  and excluding, 
without limitation, any ad valorem tax, excise tax, sales tax, 
use tax, real or personal property tax, transfer tax, gross 
receipts tax, or other tax, assessment, duty, fee, levy or other 
Governmental charge, together with and including without 
limitation, any and all interest, fines, penalties, assessments 
and additions to tax resulting from, relating to, or incurred in 
connection with any such tax or any contest or dispute thereof.

     1.25.   Income Tax Return.  Means any report, statement, form, 
return or other document or information required to be supplied 
to a Taxing Authority in connection with Income Taxes.

     1.26.   Proceeding.  Means any action, suit or other judicial 
or administrative proceeding, at law or in equity, before any 
Governmental Authority.

<PAGE 4>
     1.27.   Return.  Means any and all returns, declarations of 
estimated tax, reports, statements and other documents relating 
to or required to be filed in respect of Taxes, including information 
returns or reports with respect to backup withholding and other 
payments to third parties.

     1.28.   Taxing Authority.  Means any Governmental Authority 
having jurisdiction over the assessment, determination, 
collection, or other imposition of Tax.

     1.29.   Tax.  Means any federal, state, local, or foreign 
income, gross receipts, license, payroll, employment, excise, 
severance, stamp, occupation, premium, windfall profits, 
environmental (including taxes under Code Section 59A), customs 
duties, capital stock, franchise, profits, withholding, social 
security (or similar), unemployment, disability, real property, 
personal property, sales, use, transfer, registration, value 
added, alternative or add-on minimum, estimated, or other tax of 
any kind whatsoever, including any interest, penalty, or 
addition thereto, whether disputed or not.

     1.30.   Estimated Depletable Tax Basis.  The estimated total 
depletable tax basis in the Formax Property as of the Effective 
Time, determined by Formax prior to Closing.

     1.31.   Assumed Depletable Tax Basis.  A total depletable tax 
basis of $45 million.

     1.32    Estimated Depreciable Tax Basis.  The estimated 
total depreciable tax basis in the Formax Property as of the 
Effective Time, determined by Formax prior to Closing.

     1.33    Assumed Depreciable Tax Basis. A total depreciable 
tax basis of $6 million.

        		     ARTICLE 2.  PURCHASE AND SALE

     2.01.   Agreement to Sell.  Pursuant to Buyer's offer, Exxon 
agrees to sell all the outstanding capital stock of SJPC to 
Buyer, and Buyer agrees to buy all such stock from Exxon, for 
the consideration recited in and subject to the terms of this 
Agreement.

     2.02.   Assets to be Sold and Retained. 

     (a)     It is understood that, as of the Effective Time,  
             Formax's sole material asset is the Formax Property.

     (b)     It is expressly agreed that, prior to Closing:

	     (i)     Effective one minute prior to the Effective Time SJPC 
              shall have conveyed all of its interest in the SJPC 
              Property, to Exxon, or an entity designated by Exxon, on 
              that form attached hereto as Exhibit B-1, it being expressly 
              understood and agreed that:  1) neither this Agreement, nor 
              any instrument executed in relation hereto, is intended to 
              grant or convey to Buyer any interest in, or obligations 
              pertaining to, the SJPC Property, and 



<PAGE> 5
              2) the provisions hereof concerning inspections, indemnities, 
              and matters related thereto shall not be applicable to the SJPC
              Property, it being understood and agreed that, for the purposes
              of the application of this Agreement, the parties shall treat 
              the SJPC Property as though it had been conveyed, pursuant to 
              this provision, prior to the Effective Time; and

	     (ii)    Effective as of two minutes prior to the Effective Time, Formax
              shall have conveyed to SJPC, on the form attached hereto as 
              Exhibit B-2, an Overriding Royalty upon the terms and conditions
              more specifically set out in said Exhibit B-2.  Effective as 
              of one minute prior to the Effective Time, SJPC shall have 
              conveyed said Overriding Royalty to Exxon on the form attached
              hereto as Exhibit B-3.

(c)     If either party determines, either before or after the Closing Date,
        that the description of any interest contained in the instruments 
        described in (b) (i) and (ii), above, is in error, then Exxon and 
        Buyers will meet and use their best efforts to resolve the error.  If 
        necessary after Closing, the parties will execute and record 
        appropriate correction and other instruments to correct the error.

                    			ARTICLE 3.  PURCHASE PRICE

     3.01.   Base Purchase Price.  The Base Purchase Price is U.S. Fifty One
Million, Five Hundred Thousand Dollars ($51,500,000) subject to adjustment 
as provided herein.

     3.02.   Performance Deposit and Payment.  As evidence of good faith, 
Buyer has deposited with Exxon a performance deposit of U.S. Five Million 
Dollars ($5,000,000).  The performance deposit will be credited to the Base 
Purchase Price at Closing, will not bear interest, and is not refundable 
except as provided in this Agreement.  The performance deposit is not an 
earnest money deposit or liquidated damages, and forfeiture of the performance
deposit as provided in this Agreement will be in addition to, and not in lieu
of, the rights and remedies Exxon may have under law or in equity for Buyer's
failure to perform as provided in this Agreement.  

                   			 ARTICLE 4.  TAX MATTERS

     4.01    Tax Matters.  SJPC and Formax have filed or will have filed by 
the Closing Date all Tax Returns required to be filed, and have paid all Taxes
shown thereon as owing, except where the failure to file Tax Returns or to pay
Taxes would not have an adverse effect on the financial condition of Buyer.  
The income of SJPC and Formax will be apportioned to the period up to and 
including the Closing Date and the period after the Closing Date by closing 
the books of SJPC and Formax as of the end of the Closing Date.   Buyer, SJPC,
and Formax, in accordance with the past custom and practice of SJPC and 
Formax, will furnish Tax information to Exxon for inclusion in Exxon's Returns
for the period which includes the Closing Date.  Subject to allocation as 
provided in Article 10, Exxon and its Associated Parties will be responsible
for all Taxes resulting from operations of SJPC and Formax on or prior to


<PAGE 6>
the Closing Date.  Exxon and its Associated Parties will remain liable, and 
shall indemnify Buyer against and hold it harmless from, any Claims for such
Taxes, penalties, interest, or assessments which relate to any Tax filing or
Return which has been, will, or should be filed, and the Tax paid, by Exxon.   

     4.02    Income Tax Sharing Agreements.  Any Income Tax sharing agreement
between or among Exxon, SJPC, and Formax is terminated as of the Closing Date.

     4.03    Taxes.  Buyer, SJPC, and Formax will be responsible for all Taxes
with respect to SJPC and Formax, resulting from operations subsequent to the 
Closing Date and will file the appropriate Returns relating to such Taxes.
Buyer, SJPC, and Formax shall indemnify Exxon against and hold it harmless 
from any Claims for Taxes, penalties, interest, or assessments which relate to
any such required Tax filing or Return which will or should be filed and the
Tax paid by Buyer, SJPC, or Formax subsequent to the Closing Date.  Up until
five years after the Closing Date  Exxon will furnish to Buyer Tax information
relating to Formax, as reasonably requested, for inclusion in Buyer's, SJPC's
or Formax's Income Tax Returns.

     4.04    Post-Closing Elections.  At Exxon's request, Buyer will cause
SJPC and Formax to make or join with Exxon in making any other election for
any post acquisition period, if the making of such election does not have a
material adverse impact on Buyer or limit Buyer's utilization of its or SJPC's
investment in the Formax stock.

     4.05    Claims and Suits for Refund.  With respect to any pending or 
subsequently filed Claim for refund of any Tax for or in respect to periods
ending on or prior to the Closing Date, Buyer agrees to notify Exxon within
ten (10) days of such Claim.  Exxon will retain complete discretion to 
prosecute, settle or abandon on behalf of SJPC or Formax each of such Claims. 

     Buyer will provide Exxon with all reasonable cooperation in obtaining 
such refunds (including the execution of appropriate powers of attorney) and
will make the records and personnel of SJPC and Formax available to assist 
Exxon or any counsel designated by Exxon to prosecute any such Claim.

     In the event that any refund of any such Taxes is received by Buyer, 
SJPC, or Formax with respect to periods ending on or prior to the Closing 
Date, Buyer will pay to Exxon within fifteen (15) days an amount equal to 
such refund plus any interest received on such refund.

     4.06    Assistance and Records (Exxon).  Buyer, SJPC, and Formax shall 
provide Exxon with such assistance as Exxon may reasonably request in 
connection with the preparation of Income Tax Returns or Returns relating to
any other Taxes required to be filed by Exxon or its Associated Parties, any 
audit or other examination by any Taxing Authority, any Proceedings relating 
to liability for Income Taxes or other Taxes, or any Claim for refund with 
respect to such Taxes relating to the business or operations of SJPC, Formax,
or the Formax Property prior to the Closing Date.  Such assistance shall 
include making employees 


<PAGE 7>
available to Exxon and its counsel, providing additional information and 
explanation of any material to be provided, furnishing to or permitting the 
copying by Exxon or its counsel, of any records, Returns, schedules, 
documents, work papers or other relevant materials which might reasonably be 
expected to be used in connection with such Return, audit, examination, 
Proceeding or Claim.  

     (a)   Exxon will retain complete discretion in conducting and resolving
           any audit, administrative or judicial Proceeding relating to any 
           such Tax with respect to periods ending on or before the Closing 
           Date.  Buyer will notify Exxon within five (5) days of any such 
           audit, proposed adjustment or related matter that could affect 
           Exxon's Income Tax or other Tax liability.

     (b)   Exxon will identify and retain either originals or copies of any
           records or information which, in Exxon's sole discretion, may be
           relevant to such Return, audit, examination Proceeding, or Claim. 
           Buyer will otherwise retain and, upon the request of Exxon, provide
           any records or information which may be relevant to such Return,
           audit, examination, Proceeding, or Claim.

     4.07  Assistance and Records (Buyer).  Exxon shall provide Buyer, SJPC, 
and Formax with reasonable assistance relating to the Taxes, including ad 
valorem and severance taxes, concerning SJPC and any of its assets as of 
Closing as Buyer, SJPC and Formax may reasonably request within 5 years after
the Closing Date in connection with the preparation of Income Tax Returns or 
Returns relating to any other Taxes required to be filed by Buyer, SJPC or 
Formax, any audit or other examination by any Taxing Authority, any 
Proceedings relating to liability for Income Taxes or other Taxes, or any
Claim for refund with respect to such Taxes relating only to the operations
of the Formax Property.  It is expressly agreed that, in the event that 
Buyer shall request any type of audited financial records, Buyer shall enter
into an agreement for the provision of such records with an accounting firm 
approved by Exxon, and Buyer shall be solely responsible for the cost of 
obtaining such financial records.

             		       ARTICLE 5.  BUYER'S REVIEW

     5.01.   Buyer's Review before Signing this Agreement.  Exxon gathered 
data relating to SJPC, Formax and the Formax Property for the Buyer to review
before submitting a bid and signing this Agreement.  The data included files 
in the possession of Exxon, SJPC, and Formax, concerning the Formax Property 
(for example, geological, geophysical, production, engineering, and other 
technical data and records; contract, land, lease, and permit records; and 
files concerning petroleum, produced water, wastes and other materials that
may have leaked, spilled, or been disposed of on-site, with locations, pits
and pit closures, burial, landfarming, landspreading, underground injection,
and solid waste disposal sites).  

     Buyer must notify Exxon in writing if it wishes to review any additional
files or data, but Exxon's obligation to provide additional data is limited 
to data that are reasonably available to it. Exxon and its Associated Parties
have no obligation to provide access to, and Buyer waives any claims to 
inspect, Exxon's or its Associated Parties' interpretive, predictive, 
confidential,


<PAGE 8>
private, proprietary, or privileged information (including personnel records),
or information whose dissemination is restricted by agreements between Exxon 
or its Associated Parties and third parties.  Exxon and its Associated 
Parties have no obligation to provide any information to Buyer that is 
available to the general public, whether in the public records or from a 
governmental entity or agency on request.

     Buyer represents by entering into this Agreement that it has reviewed 
the records related to SJPC, Formax, and the Formax Property, and all other 
relevant records to its satisfaction to enable it to make its bid and execute
this Agreement.  Buyer may request adjustments to the Base Purchase Price 
after the Effective Date only for Title Defects, Conditions, and Material 
Differences, as provided below.  Buyer has undertaken all appropriate inquiry,
to its satisfaction, and has made an informed decision to acquire all of the 
outstanding capital stock of SJPC on the basis of its own investigations and 
without reliance on statements or investigations by any other person, 
including Exxon and its Associated Parties.

     5.02.   Access to Formax Property.  Buyer had the opportunity to inspect
and inventory the Formax Property before signing this Agreement.  On Buyer's 
request, Exxon will provide additional access to the Formax Property at any 
reasonable time before Closing.  Buyer may inspect the premises and conduct 
an environmental assessment of the Formax Property, including investigations
to identify wetlands and sensitive and protected habitats.  If this Agreement
is terminated, Buyer must restore the premises of the Formax Property to their
pre-entry condition.

     Buyer's visits to the Formax Property will be scheduled by mutual consent
of the parties, subject to Buyer's providing Exxon at least five days written
notice of the locations that it wishes to visit and the proposed times.  Exxon
may accompany Buyer during its site visits.  Entry onto the Formax Property 
will be subject to third-party restrictions, if any, and to Exxon's safety, 
industrial hygiene, drug and alcohol and firearm requirements, and will be at
Buyer's sole risk and expense.  

     If Buyer undertakes an environmental assessment, both the consultant (if
consultants are employed) and the scope of the proposed assessment, including
testing protocols, must be reasonably acceptable to Exxon before the work may
begin.  If Buyer and Exxon cannot agree on Buyer's proposed environmental 
assessment plan, then Exxon may, at its sole option, terminate this Agreement
and Exxon will refund the performance deposit to Buyer. 

     If Buyer takes samples from the Property, Exxon may require splitting of
each sample.  Buyer will deliver, at Buyer's cost, copies of all draft and 
final reports, results, data, and analyses of the site visits, inspections,
and assessments to Exxon within five days of Buyer's receipt of them, at 
Buyer's cost.  Exxon and its Associated Parties will have no confidentiality
obligation with regard to this information and may disclose it to third 
parties and use it for any purpose.

     5.03.   Materials and Equipment.  Facilities and major items of material
and equipment included in the Formax Property have been described to Buyer.
By signing this Agreement, Buyer acknowledges that it has had the opportunity
to inspect and inventory the facilities, material and equipment and is 
satisfied with them, including their condition.  There will be no


<PAGE 9>
adjustment to the Base Purchase Price on the basis of facilities, material
and equipment.  Facilities, material and equipment observed during Buyer's
inspection are subject to replacement or depletion before Closing as a result
of normal and customary operations.

     5.04.   No Warranty of Accuracy; Disclaimer.  Exxon and its Associated
Parties make no warranty, and expressly disclaim all warranties, as to the
accuracy or completeness of the files and other information that they may
provide to Buyer.  If Buyer determines during its review that any files or
data may be incomplete or inaccurate, it will either notify Exxon of its 
conclusions in writing not later than ten days before the Closing Date or be
deemed to have waived complaints as to the incompleteness or inaccuracy of
the files or data.

     5.05.   Buyer's Confidentiality Obligations.  Buyer will keep confidential
all information provided pursuant to the terms hereof, except to the extent
that information (a) was public knowledge when Buyer received the information;
(b) becomes public knowledge without breach of this Agreement by Buyer; or 
(c) was known to Buyer before receipt or discovery of the information in
connection with its review of SJPC, Formax, and the Formax Property.  Buyer
may not use the information for any purpose other than evaluation of SJPC and
may not divulge the information to any person except those who need to know it
in order to evaluate SJPC for Buyer under this Agreement.  Buyer will enforce
this confidentiality obligation as to all persons with whom it shares the
information and is liable to Exxon for a breach of this obligation by any
person to whom Buyer has disclosed the information.  If this transaction does
not close, Buyer will return to Exxon all information that it obtained from 
Exxon or its Associated Parties, destroy all of its work papers and analysis
that incorporate the information, and be subject to these confidentiality
obligations for five years after the Effective Date.  Buyer's confidentiality
obligation will not, however, survive Closing. 

                 		  ARTICLE 6.  TITLE AND TITLE DEFECTS

     6.01.   Title Defect.  "Title Defect" means any one of the following: 

     (a)     Formax's title at the Effective Time as to all or any part of
             the Formax Property is subject to an outstanding mortgage, deed
             of trust, lien or other monetary encumbrance or adverse claim not
             listed or referenced on Exhibit A that would induce a purchaser 
             to suspend payment of proceeds for the Formax Property or require 
             the furnishing of security or indemnity.  Evidence that Formax is 
             currently receiving its full share of proceeds from a purchaser or
             third-party Operator (not under a 100% or other division order 
             requiring Formax to further distribute proceeds to third parties) 
             for the Formax Property creates a presumption that no Title Defect
             exists with respect to the Formax Property.

     (b)     Formax's net revenue interest or working interest in the Formax
             Property at the Effective Time is less than that shown on 
             Exhibit A, provided that, for the purposes hereof, Formax's net 
             revenue interest in the Formax Property shall not be deemed to be 
             reduced as a result of the existence of any of those interests 
             described on Exhibit A, including, but not limited to a back-in
             to a working interest 



<PAGE> 10
             or an increase in an overriding royalty, which occurs under the
             terms of said interests.  

     (c)     Formax's interest would be reduced if a third party were to 
             exercise a reversionary, back-in, or other similar right 
             not listed or referenced on Exhibit A.
	
     (d)     Formax is in material default under some material provision of
             a lease, farmout agreement, or other agreement resulting in 
             loss of all or any part of the Formax Property.   

     (e)     The title of Exxon to all of SJPC stock or the title of SJPC 
             to all of Formax stock is subject to an outstanding mortgage, 
             deed of trust, lien or other monetary encumbrance or claim.

     (f)     Exxon has not complied with the warranties set out in 
             Section 19.01. 

     "Title Defect" does not include (A) a lien or encumbrance in the form of
a judgment secured by a supersedeas bond or other security approved by the 
court issuing the order; or (B) the loss of lease acreage between the 
Effective Time and the Effective Date (whichever is earlier) and the 
Closing Date, because the lease term expires.

     Buyer must promptly notify Exxon in writing if Buyer determines that 
Formax's net revenue interest or working interest for the Formax Property 
is greater than that shown on Exhibit A.

     6.02.   Adjustments to Base Purchase Price.  

       	(a)    At any time on or before the tenth day before the Closing Date,
               Buyer may request an adjustment to the Base Purchase Price based
               on a Title Defect.  At any time before the Closing Date, Exxon
               may request an adjustment to the Base Purchase Price if
               Formax 's net revenue interest or working interest in the 
               Formax Property is greater than that shown on Exhibit A.  A 
               notice requesting an adjustment must be timely and in writing
               and include appropriate documentation to substantiate the 
               adjustment, or the claimant will be deemed to have waived its
               claim to adjust the Base Purchase Price for the matter 
               stated in the notice.

        (b)    If either party gives notice under the previous section, the 
               parties will meet and use their best efforts to agree on the 
               validity of the claim and, if applicable, the amount of the 
               adjustment, using the following criteria:

            		(1)  If the claim is based on Formax owning a different net 
                   revenue interest than that shown on Exhibit A, then the 
                   Base Purchase Price will be adjusted upward (in the event
                   Formax owns a greater interest) or downward (in the event
                   Formax owns a lesser interest) by an amount equal to the
                   absolute value of the amount yielded by the following 
                   formula:


<PAGE 11>
                   Adjustment = A x (1-[B/C])

                   A = Base Purchase Price 

                   B = correct net revenue interest

                   C = net revenue interest as shown on Exhibit A.
		
		            (2)  If the claim is based on a lien, encumbrance, or other
                   monetary charge on a property that is liquidated in 
                   amount, then the adjustment will be the sum necessary to
                   remove the encumbrance from the affected property.

         	    (3)  If the claim is based on an obligation or burden that is
                   not liquidated, but can be estimated with reasonable 
                   certainty, the adjustment will be the sum necessary to 
                   compensate Buyer on the Closing Date for the adverse 
                   economic effect on the affected property.

       	(c)   If the amount of the adjustment for each Title Defect cannot be
              determined based on the above criteria, and if the parties 
              cannot otherwise agree on the amount of an adjustment, Exxon
              may, at its sole option and upon written notice to Buyer, 
              either:

           		 (1)  terminate this Agreement and refund the performance deposit
                   or 

           		 (2)  elect to arbitrate the dispute under the provisions of 
                   Exhibit C.

       	(d)   The Base Purchase Price will be adjusted only if the net amount
              of all adjustments under this section, plus the amount of all 
              adjustments made under Section 12.02,  is greater than $250,000.
              If the net amount of all adjustments would result in the Base 
              Purchase Price being reduced by more than ten percent Exxon may,
              upon written notice to Buyer, terminate this Agreement and 
              refund the performance deposit.

       	(e)   Exxon may, at its sole option, elect by written notice to Buyer
              before the Closing Date to cure some or all of the Title 
              Defects.  No price adjustment will be made at Closing for the
              Title Defects that Exxon elects to cure.  If any Title Defect
              is not cured within ninety days after Closing, the price 
              adjustment will be determined under the criteria set forth 
              in this section, including, but not limited to, the provisions
              of Section 6.02(d). 

               		      ARTICLE 7.  CHANGE OF OPERATORSHIP


<PAGE 12>
     7.01.   Buyer must apply for and obtain, where possible under applicable
regulations, regulatory approvals and permits and satisfy requirements of 
financial security to operate the Formax Property provided in Section 8.04.


                   			      ARTICLE 8.  CLOSING

     8.01.   Closing Date.  The Closing Date will be on or before 
December 13, 1996,  unless delayed as provided in this Agreement, at a 
place to be agreed upon by Exxon and Buyer.  If the parties agree, 
Closing may be handled by exchange of documents, by mail or courier.  
No price adjustment will be made as a result of Closing being delayed.

     8.02.   Buyer's Request to Delay Closing.  Buyer shall have the 
right to delay Closing for a period of up to 14 days after the date 
stated in Section 8.01, to make the environmental assessment of the 
Formax Property under Section 5.02 hereof or to obtain and examine 
additional information if Buyer determines in its review that any files 
or data may be incomplete or inaccurate as specified in Section 5.01 
hereof.  If Buyer requests that Closing  be delayed for any other reason, 
and in any case if Buyer requests that Closing be delayed for a period 
longer than 14 days, such delay must be approved by Exxon in writing, and 
Exxon may require Buyer to pay, as consideration for and a condition of 
its agreement to such delay, an additional performance deposit equal to 
the original performance deposit as set forth in Section 3.02 due to Exxon 
in cash or its equivalent within five days of Exxon's agreement to delay.  
This additional performance deposit will be treated as the performance 
deposit for all purposes under this Agreement.

     8.03.   Exxon's Right to Delay Closing.  Upon written notice to Buyer, 
Exxon may, at its sole option and for any reason, delay Closing for up to 
14 days after the date stated in Section 8.01.  It is expressly understood 
and agreed that the maximum amount that Closing may be delayed under this 
Section and Section 8.02 is a total of 14 days, and that any additional 
delay provided for in  Section 8.02 at Exxon's option may require the 
payment of an additional performance deposit.

     8.04.   Closing Obligations.   

     (a)     Certificates of Authority.  Exxon may require Buyer to deliver,
             at least five days before the Closing Date, certificates in form
             and substance satisfactory to Exxon, effective as of the Closing
             Date and executed by Buyer's duly authorized officer, partner, or
             owner, as appropriate, to the effect that:  (1) Buyer has all 
             requisite corporate, partnership, or other power and authority
             to purchase all of the outstanding capital stock of SJPC on the
             terms of this Agreement and to perform its other obligations 
             under this Agreement and has fulfilled all corporate, partnership,
             or other prerequisites to closing this transaction, and (2) each
             individual executing the closing documents has the authority 
             to act on behalf of Buyer.


<PAGE 13>
     (b)     Change of Operatorship.  Buyer will deliver to Exxon on or 
             before the Closing Date the following:  (1) evidence of 
             compliance with the requirements of all laws and regulations
             relating to the transfer of operatorship of the Formax Property,
             including those regarding the assumption of responsibility for 
             the plugging and abandoning of each Well thereon, including, as
             applicable, evidence that the appropriate bond, surety letter,
             letter of credit, or other financial security has been accepted
             by the relevant regulatory agency; and (2) evidence that Buyer 
             has, where possible under applicable regulations, obtained all 
             necessary permits or transfers of permits to operate the Formax
             Property.

     (c)     Closing Settlement Statement.  Exxon will provide a closing 
             settlement statement including items such as Base Purchase Price, 
             adjustments to the Base Purchase Price, performance deposit, 
             adjustments under Article 10, and copying costs, to the extent 
             this information is available at Closing.  Exxon will use 
             estimates in the closing settlement statement to the extent that
             estimates are necessary and may correct the estimates in the 
             final settlement statement to be prepared under Article 14.

     (d)     Closing Documents.  

       	     (1)   Upon payment of the Purchase Price, Exxon will deliver
                   to Buyer:

           		     (i)   Certificates representing all the outstanding capital
                        stock of SJPC together with stock powers executed to 
                        Buyer.  All requisite stock transfer taxes, if any, 
                        shall be the responsibility of Buyer and no adjustment
                        to the Purchase Price for their cost will be made.

            		    (ii)  A Certificate of Non-foreign Status.

             		   (iii) Change-of-operator forms for Wells on the Formax 
                        Property. 

            		    (iv)  The closing settlement statement.

           		     (v)   An executed letter from each present director, officer
                        and secretary of SJPC and Formax in each case resigning
                        their respective office with effect from Closing.

            		    (vi)  Other documents reasonably required to close this
                        transaction and implement the terms of this Agreement.

           	 (2)  At Closing, in addition to paying the Purchase Price, Buyer
                  shall deliver:

            		    (i)   a certificate that all its representations under 
                        this Agreement and the Additional Instruments are 
                        true as of the Closing Date. (ii) Other


<PAGE 14>
                        documents reasonably required to close this 
                        transaction and implement the terms of this Agreement.

     (e)     Payment to Exxon.  At Closing, Buyer will pay Exxon the net amount
             shown on the closing settlement statement by funds transfer as
             that term is defined in code section 4A.104(1) of the Texas 
             Business and Commerce Code.  This amount is subject to further
             adjustment after Closing as provided in this Agreement.  
             Notwithstanding any other provision of this Agreement, Buyer
             must make payment by the specific means stated, or Exxon may 
             refuse to proceed with Closing until Exxon, in its sole 
             discretion, is satisfied that it has received full payment.  
             This right is in addition to all other rights and remedies Exxon
             may have under this Agreement, at law, or in equity.  

     8.05.  Condition Precedent.  Buyer's performance of its obligations 
under this Article is a condition precedent to Exxon's obligation to close 
this transaction.

     8.06  Insurance. Exxon will terminate all insurance that it has 
provided for the SJPC, Formax, and the Formax Properties.  If the Effective 
Time is before the Closing Date, the termination will be retroactive to the 
Effective Time.  Buyer relinquishes and waives, on its behalf and on behalf 
of all persons subrogated to Buyer's rights, all rights to claim against 
any insurance provided by Exxon and its Associated Parties.

              	      ARTICLE 9.  POST-CLOSING OBLIGATIONS

     9.01.   Copies.  Within sixty days after the Closing Date, Exxon will 
deliver to Buyer, at Buyer's cost and request, the originals of the data 
and records described in Section 5.01.  Buyer must advise Exxon prior to 
Closing which data and records that it wants.  To the extent that Buyer 
already has copies of the data and records, it shall exchange such copies 
for the originals.  To the extent that Buyer does not have copies of 
such records, Exxon shall arrange for them to be copied, at Buyer's expense.
If Buyer requests geophysical data and if Exxon is not restricted from
releasing the data to Buyer, Buyer's execution of a licensing agreement
satisfactory to Exxon will be a condition of Exxon's delivering the data to
Buyer. 

     9.02.   Buyer's Compliance.  Buyer will comply with all rules, 
regulations, statutes, and laws applicable to Buyer's ownership or 
operation of SJPC, Formax and the Formax Property. 

     9.03.   Plugging and Abandoning Wells; Remediation.  Buyer recognizes, 
and will cause Formax to perform properly and in accordance with applicable 
law, all obligations to abandon, restore, and remediate the Formax Property, 
whether arising before or after the Effective Time, including, but not 
limited to, obligations to:

     (a)     obtain plugging exceptions in Buyer's name for each Well with 
             a current plugging exception, if required under applicable law, 
             or permanently plug and abandon the Well;


<PAGE 15>
     (b)     plug, abandon, and reabandon, if necessary, each Well as required
             under applicable law; 

     (c)     remove all equipment and facilities, including flowlines and
             pipelines;

     (d)     close all pits; and 

     (e)     restore the surface and subsurface as appropriate and in 
             accordance with all requirements under law, including the rules, 
             regulations, and requirements of all governmental authorities
             with jurisdiction, and in accordance with all obligations, 
             express or implied, under any agreement with respect to or 
             pertaining to the Formax Property.

     Buyer will pay all costs and expenses associated with the obligations
assumed under this section.  

	     ARTICLE 10.  ACCOUNTS, ALLOCATION OF PRODUCTION AND REVENUE, EXPENSE
                OF OPERATION, TAXES, LIABILITIES, AND PERSONNEL

     10.01.  Accounts. At Closing and/or in the Final Settlement Statement
provided for in Article 14, in addition to any adjustments, and other payments
provided for herein, it is understood and agreed that the Base Purchase Price
shall be adjusted as follows:

     (a)  Exxon shall be credited with an amount equal to the sum of:

    	     (i)  All Oil in storage on the Formax Property as of the 
               Effective Time, it being understood and agreed that Exxon, 
               at its sole option, may include as "Oil in storage" all Oil
               in the system downstream of the wellhead at the Effective 
               Time, including Oil in stock tanks, wash tanks and heater 
               treaters, and Exxon, at its sole option, may either run 
               or gauge the oil in storage and will read and replace all gas
               meter charts at the Effective Time.  Oil inventories will be 
               priced at the price received by Exxon as of the Effective Time;

     	    (ii) The expenses incurred in operating the Formax Property between
               the Effective Time and the Closing Date, it being expressly 
               understood and agreed that such expenses shall be deemed to be
               the sum of the following:  (1) Operation and Maintenance 
               Expenses, which shall be the actual costs incurred for and 
               incidental to the operation, protection, and maintenance of the
               Formax Property (but excluding costs under (2) below), provided
               that, to the extent that such actual costs are not available 
               for such period, such costs shall be  based on the average 
               costs for the Formax Property for the preceding three-month 
               period; (2) Other Costs which shall include workover costs, 
               plugging, abandoning, and reabandoning costs, and other costs
               incurred by Exxon incidental to the operation, protection, and
               maintenance of the Formax



<PAGE> 16
               Property, on an actual-cost basis; and (3) Overhead, at a rate
               equal to 25% of the sum of the amounts under paragraphs 
               (1) and (2) above; and

     	   (iii) Any Taxes paid by Exxon for which Buyer is liable pursuant to
               the terms of Section 10.03 hereof.

     (b) Buyer shall be credited with an amount equal to the sum of:

         (i)   The revenue received by Formax for its share of production 
               from the Formax Property, less any applicable revenue based 
               taxes, from the Effective Time to the Closing Date; and

    	    (ii)  Any other Taxes paid by Buyer for which Exxon is liable 
               pursuant to the terms of Section 10.03 hereof.

     10.02.  Contracts.  Prior to Closing, Exxon and Buyer, acting together, 
in good faith, shall determine what actions shall be taken with regard to 
any contracts between SJPC and/or Formax and any third party.  Upon Closing, 
all current interaffiliate agreements between SJPC and/or Formax and Exxon 
or its Associated Parties shall terminate, any applicable periods for notice 
of termination shall be deemed waived, and SJPC, Formax and Buyer shall 
have no remaining rights (e.g., insurance coverage for Claims arising prior 
to the Effective Time or Closing, whichever is later) or obligations under 
said agreements.  Prior to Closing, Buyer will be responsible for making 
suitable arrangements to replace the services provided to SJPC and Formax 
by Exxon and its Associated Parties.

     10.03.  Allocation of Taxes.  Taxes with respect to Formax and the 
Formax Property for the Tax year in which the Effective Time occurs shall 
be prorated to the Effective Time.  Exxon shall be liable for a fraction 
thereof based upon the number of days in the Tax year prior to the Effective 
Time, and Buyer shall be liable for the balance thereof.  After the 
Effective Time, Formax, in the normal course of its business, will pay 
Taxes as they become due.  

     The Income Tax allocation will be based upon Formax's forecasted 
taxable income as determined by Formax in the regular course of business 
for the December 15, 1996 Federal income tax estimated payment. The Income 
Tax liability will be determined by applying the applicable Federal and 
State Income Tax rates to the taxable income of Formax as if Formax were 
not a member of Exxon's consolidated group.  The Income Tax allocation 
will be exclusive of any gain or loss associated with the distribution of 
assets, or any other previous intercompany transaction, which will inure 
to Exxon according to the Consolidated Return Regulations.

     The allocation for ad valorem taxes will be based on the 1996 
assessment for the 1996-1997 tax year, or, if that assessment is not known, 
then the apportionment will be based on the assessment for the previous 
Tax year.  It is expressly understood and agreed that Buyer shall be solely 
liable for 1996-1997 tax year ad valorem Taxes.


<PAGE 17>
     The allocation for severance taxes will be based on the assessment for 
the 1996 Tax year, although that assessment may be based on the previous 
years production.

     10.04  No Adjustment for SJPC.  There will be no adjustment to the Base 
Purchase Price for Taxes relating to SJPC or the SJPC Property. 

     10.05  Adjustment for Depletable Tax Basis.  There shall be an 
adjustment to the Base Purchase Price for the difference between the 
Estimated Depletable Tax Basis and the Assumed Depletable Tax Basis.  To the 
extent that the Estimated Depletable Tax Basis is greater than the Assumed 
Depletable Tax Basis, the Base Purchase Price will be adjusted upward by 
16.7% of the difference.  To the extent that the Estimated Depletable Tax 
Basis is less than the Assumed Depletable Tax Basis, the Base Purchase Price 
will be adjusted downward by 16.7% of the difference.

     10.06  Adjustment for Depreciable Tax Basis.  There shall be an 
adjustment to the Base Purchase Price for the difference between the 
Estimated Depreciable Tax Basis and the Assumed Depreciable Tax Basis.  
To the extent that the Estimated Depreciable Tax Basis is greater than the 
Assumed Depreciable Tax Basis, the Base Purchase Price will be adjusted 
upward by 32% of the difference.  To the extent that the Estimated 
Depreciable Tax Basis is less than the Assumed Depreciable Tax Basis, 
the Base Purchase Price will be adjusted downward by 32% of the difference.

     10.07  Adjustment for Tax Basis.  If the sum of the Estimated 
Depreciable Tax Basis and the Estimated Depletable Tax Basis differs by 
more than $5,000,000 from the sum of the Assumed Depreciable Tax Basis and 
the Assumed Depletable Tax Basis, then, Exxon and Buyer shall negotiate 
in good faith to agree upon an adjustment to the Purchase Price in lieu of 
the adjustment provided for in Sections 10.05 and 10.06, that takes into 
account the discrepancy.  In the event that Exxon and Buyer cannot agree 
upon such an adjustment, the matter shall be handled under the alternative 
dispute resolution procedures set out in Section 11.06 hereof.

     10.08.  Sales, Transfer, and Recordation Taxes and Fees.  Notwithstanding
anything to the contrary contained herein, Buyer agrees to pay any sales, use
or transfer taxes due as a result of the sale of the stock of SJPC.  Buyer
agrees to pay any recordation fees incident to the sale.

     10.09.  Net Working Capital.  Exxon will make reasonable efforts to 
cause the Net Working Capital remaining on the balance sheets of SJPC and 
Formax to be reduced to as close to zero as possible.  Where feasible, 
Exxon will cash settle, or cause to be cash settled, individual current 
period asset and liability accounts prior to Closing.

     (i)     In the event that a positive Net Working Capital balance exists 
             on the combined balance sheets of SJPC and Formax as of the 
             Closing Date, any amount owing to Buyer under 10.01 (b), above,
             will be reduced by the amount of the positive Net Working Capital
             balance.  


<PAGE 18>
    (ii)    In the event that a negative Net Working Capital balance exists 
            on the combined balance sheets of SJPC and Formax as of the 
            Closing Date, any amount owing to Buyer under 10.01 (b), above,
            will be increased by the amount of the negative Net Working 
            Capital balance. 

     10.10.  Liabilities and Claims.  Except as provided in Section 10.01 to 
the contrary, there will be no adjustment in the Base Purchase Price at 
Closing or in the final settlement for any Claim or Liability relating to 
SJPC, Formax or the Formax Property, regardless of how or when the Claim or 
Liability arose or arises or whether it was foreseeable or unforeseeable.  

     10.11.  Personnel.  As of the Effective Time and Closing Date, SJPC 
and Formax will have no employees or obligations relating thereto.  All 
current directors and officers of SJPC and Formax will resign from their 
respective office effective upon Closing.

        ARTICLE 11.  BUYER'S RELEASE AND COVENANT NOT TO SUE; BUYER'S
  OBLIGATIONS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS;  DISPUTE RESOLUTION

     11.01.  Buyer's Release of Exxon and its Associated Parties.  Except 
as otherwise provided in this Agreement, Buyer releases and discharges 
Exxon and its Associated Parties from each and every Claim or Liability 
relating to SJPC, Formax, and the Formax Property, and this transaction, 
regardless of when or how the Claim or Liability arose or arises or 
whether the Claim or Liability was foreseeable or unforeseeable.  Buyer's 
release of Exxon and its Associated Parties includes Claims and Liabilities 
resulting in any way from the negligence or strict liability of Exxon and 
its Associated Parties, whether the negligence or strict liability is 
active, passive, joint, concurrent, or sole.  Except as otherwise provided 
in this Agreement, there are no exceptions to Buyer's release of Exxon 
and its Associated Parties, and this release is binding on Buyer and its 
successors and assigns.  The release granted herein by Buyer shall also be 
deemed to have been granted to Exxon by SJPC and Formax as of Closing, and 
after Closing all of the terms and conditions of such release shall be 
binding upon SJPC and Formax.

     11.02.  Buyer's Covenant Not to Sue Exxon or its Associated Parties.  
Except as otherwise provided in this Agreement, Buyer covenants not to sue 
Exxon or its Associated Parties with regard to any Claim or Liability 
relating to SJPC, Formax, the Formax Property, and this transaction, 
regardless of when or how the Claim or Liability arose or arises or 
whether the Claim or Liability is foreseeable or unforeseeable.  Buyer's 
covenant not to sue Exxon or its Associated Parties includes Claims and 
Liabilities resulting in any way from the negligence or strict liability 
of Exxon and its Associated Parties, whether the negligence or strict 
liability is active, passive, joint, concurrent or sole.  Except as 
otherwise provided in this Agreement, there are no exceptions to Buyer's 
covenant not to sue Exxon or its Associated Parties, and this covenant is 
binding on Buyer and its successors and assigns.  The covenant not to 
sue made herein by Buyer shall also be deemed to have been granted to 
Exxon by SJPC and Formax as of Closing, and after Closing all of the 
terms and conditions of such covenant shall be binding upon SJPC and 
Formax.


<PAGE 19>
     11.03.  Buyer's Duty to Indemnify, Defend, and Hold Exxon and its
Associated Parties Harmless.  Buyer will indemnify, defend, and hold Exxon
and its Associated Parties harmless from all Claims and Liabilities arising at
any time, whether before or after the Effective Time, whether known or unknown,
foreseeable or unforeseeable, made by any person and arising out of or
resulting from:

     (a)     the ownership of Formax by SJPC, the operation of Formax or the
             Formax Property by Exxon or its Associated Parties, or acts or 
             omissions by Exxon or its Associated Parties in connection with
             SJPC, Formax or the Formax Property.  Buyer's indemnification 
             shall also cover Claims and Liabilities arising out of Exxon's
             ownership or operation of SJPC, or acts or omissions by Exxon in
             connection with SJPC, to the extent, and only to the extent, that
             such Claims and Liabilities are directly related to Formax or the
             Formax Property.  In each instance, Buyer's indemnity hereunder 
             shall include Claims and Liabilities resulting from the
             negligence or strict liability of Exxon or its Associated 
             Parties, whether the negligence or strict liability is active,
             passive, joint, concurrent, or sole;

     (b)     the ownership of SJPC by Buyer, the continued ownership of Formax
             by SJPC following this transaction, the operation of SJPC, Formax
             or the Formax Property by Buyer or its Associated Parties, or the
             acts or omissions of Buyer or its Associated Parties in connection
             with SJPC, Formax or the Formax Property or under this Agreement, 
             in each instance including Claims and Liabilities resulting from 
             the negligence or strict liability of Exxon or its Associated 
             Parties, whether the negligence or strict liability is active,
             passive, joint, concurrent, or sole; or

     (c)     the acts or omissions of third parties relating to, Formax or the
             Formax Property, and the acts or omissions of third parties 
             relating to SJPC to the extent, and only to the extent, of any
             Claims or Liabilities that are directly related to Formax or the
             Formax Property, in each instance including Claims and Liabilities
             resulting from the negligence or strict liability of Exxon, 
             Formax or its Associated Parties, whether the negligence or strict
             liability is active, passive, joint, concurrent, or sole.

     (d)     any preferential right of purchase and/or similar right or
             interest provided for in the instruments creating those 
             interests described on Exhibit A hereto.

    	Subject to the terms of Article 19 hereof, Buyer's obligations under this
Agreement to indemnify, defend, and hold Exxon and its Associated Parties
harmless include Claims and Liabilities arising in any manner from the 
following:

     (i)     the review, inspection, and assessment of SJPC, Formax, the 
             Formax Property by Buyer and its Associated Parties as described
             in Article 5;


<PAGE 20>
      (ii)   obligations to plug and abandon Wells and remediate the Formax
             Property, as described in Section 9.03;

      (iii)  the physical or environmental condition of SJPC, Formax, or the
             Formax Property, including Claims and Liabilities under the 
             Environmental Laws, as described in Article 12, or failure to 
             comply with the Environmental Laws;

      (iv)   remediation activities, as described in Sections 12.02 and 12.03,
             including damages incurred by Buyer or its Associated Parties 
             during or arising from remediation activities; 

      (v)    lawsuits filed before the Effective Time, but amended after the
             Effective Time to include Exxon, SJPC, Formax, the Formax 
             Property or Exxon's ownership of or activities regarding SJPC,
             Formax, or the Formax Property; and

      (vi)  lawsuits filed after the Effective Time relating to Exxon, SJPC,
            Formax, the Formax Property or Exxon's or its Associated Parties'
            ownership of or activities regarding SJPC, Formax, or the Formax
            Property.


     The indemnities granted above by Buyer shall also be deemed to have been
     granted to Exxon by SJPC and Formax as of Closing, and after Closing all 
     of the terms and conditions of such indemnities shall be binding upon 
     SJPC and Formax.

     Buyer's obligations to indemnify, defend, and hold Exxon and its 
Associated Parties harmless do not apply to Claims and Liabilities that
result from a judgment rendered or settlement reached in a lawsuit filed
before the Effective Time against Exxon, SJPC or Formax, such Claims and
Liabilities being covered by Section 19.03 hereof. 

     11.04.  Buyer's Duty to Defend.  Buyer acknowledges that its obligations
to indemnify, defend, and hold Exxon and its Associated Parties harmless under
this Agreement includes obligations to pay the attorneys' fees and court and
other costs incurred by Exxon and its Associated Parties in defending all 
Claims.  As to each Claim and Liability, Exxon, at its sole option, may elect
to (a) manage its own defense, in which event Buyer will reimburse Exxon and
its Associated Parties for all attorneys' fees and court and other costs 
reasonably incurred in defending a claim, upon delivery to Buyer of invoices
for these fees and costs (including in-house staff costs); or (b) tender 
its defense as to any Claim to Buyer, in which event Buyer will be responsible
for all aspects of defending the Claim at issue and resulting Liabilities.

     11.05.  The SJPC Property.  Notwithstanding anything contained herein to
the contrary, it is expressly understood that Buyer shall not assume any 
responsibility for the SJPC Property, which was retained by Exxon pursuant to
Section 2.02, and that the covenant not to sue and the indemnities provided 
for herein shall not apply to any Claim or Liability pertaining to the SJPC
Property.


<PAGE 21>
     11.06.  Alternate Dispute Resolution and Arbitration.  This section
applies to any dispute between the parties, arising at any time, that is not
subject to Buyer's release under Section 11.01 or Buyer's covenant not to sue
under Section 11.02 or is not specifically excluded under this section.  
Whether a dispute is subject to Section 11.01 or 11.02 or this section (or 
is excluded from this section by its terms) and whether there is a contract
between the parties are issues that will be resolved under the alternate
dispute resolution and arbitration provisions of this section.

     As to the disputes subject to this section, any Claim or controversy of
whatever nature, including an action in tort or contract or a statutory action
("Disputed Claim"), or the arbitrability of a Disputed Claim, will be resolved
under the terms, conditions, and procedures of Exhibit C and will be binding on
both parties and their respective successors and assigns.  Neither party may 
prosecute or commence any suit or action against the other party relating to 
any matters that are subject to this section.

     It is expressly understood and agreed that this section shall be 
applicable to any dispute that arises between Exxon and Buyer and/or its 
Associated Parties over the payment of the overriding royalty created under
Exhibit B-2 hereof, in the event that such dispute is not resolved by the 
procedures set out therein, provided that nothing contained herein shall be 
deemed to impair the remedies of the owner of said overriding royalty that
are also set out therein.

     Exxon will determine, at its sole discretion, whether a Claim filed by a
third party against Buyer or Exxon will be subject to this section.  If Buyer
has notified Exxon before Closing of a Disputed Claim and the Disputed Claim 
is not resolved prior to Closing, the Disputed Claim will not be subject to 
this section unless agreed by the parties.

     The addresses for notice under this section are:

     Exxon:                          Buyer:
     c/o Exxon Company, U.S.A.       Berry Petroleum Co.
     P.O. Box 2180                   P.O. Bin X
     Houston, Texas  77252-2180      Taft, California  93268
     Attention:  J. R. Kahn          Attention:  Jerry V. Hoffman
	        Asset Manager                   President and Chief
                                					    Executive Officer
	
     11.07.  Buyer's Waiver of Consumer Protection Laws.  As 
partial consideration to Exxon to enter into this Agreement, 
Buyer can and does expressly waive the provisions of the Texas 
Deceptive Trade Practices Consumer Protection Act, Sections 
17.41 through 17.63, Texas Business and Commerce Code, other 
than Section 17.555, which is not waived, and all other consumer 
protection laws in other states applicable to this transaction 
that may be waived by the parties.  


<PAGE 22>
     11.08.  Retroactive Effect.  Buyer acknowledges that its obligations to
release, not to sue, indemnify, defend, and hold Exxon and its Associated 
Parties harmless apply to matters occurring or arising before the Effective
Date to the extent provided in this Agreement.

     11.09.  Inducement to Exxon.  Buyer acknowledges that it evaluated its
obligations under this article before it determined and submitted its bid for
SJPC and that its assumption of these obligations is a material inducement to
Exxon to enter into this Agreement with, and close the sale to, Buyer.

              		    ARTICLE 12  ENVIRONMENTAL MATTERS

     12.01.  Buyer's Acknowledgment Concerning Possible Contamination of the
Formax Property.  Buyer is aware that the Formax Property has been used for
exploration, development, and production of oil and gas and that there may be
petroleum, produced water, wastes, or other materials located on or under, 
or associated with, the Formax Property.  Equipment and sites included in the
Formax Property may contain asbestos, hazardous substances, or NORM.  NORM 
may affix or attach itself to the inside of wells, materials, and equipment
as scale, or in other forms; the wells, materials, and equipment located on
the Formax Property or used in connection therewith may contain NORM and 
other wastes or hazardous substances; and NORM-containing material and other
wastes or hazardous substances may have been buried, come in contact with the
soil, or otherwise been disposed of on the Formax Property.  Special 
procedures may be required for the remediation, removal, transportation, or 
disposal of wastes, asbestos, hazardous substances, and NORM from the 
Formax Property.

     Buyer, SJPC and Formax will assume and/or retain all liability for the
assessment, remediation, removal, transportation, and disposal of wastes, 
asbestos, hazardous substances, and NORM from the Formax Property and 
associated activities, and Buyer will cause SJPC and Formax to conduct these
activities in accordance with all applicable laws and regulations, including
all Environmental Laws.

     12.02.  Adverse Environmental Conditions. 

     (a)     Buyer will have until 10 days before the Closing Date to notify
             Exxon of any material adverse environmental condition of the
             Formax Property that Buyer finds unacceptable and provide 
             evidence of the condition to Exxon.  An environmental condition
             is a material adverse environmental condition ("Condition") only
             if all the following criteria are met: 

       	     (1)     The environmental condition is required to be remediated
                     on the Effective Date under the Environmental Laws in 
                     effect on the Effective Date;

       	     (2)     The total amount of adjustments to be made for Title 
                     Defects under Section 6.02, plus the total of the cost
                     to remediate all environmental conditions identified by
                     Buyer to levels required by the Environmental



<PAGE> 23
                     Laws in effect on the Effective Date is reasonably
                     estimated to be more than $250,000; and 

       	     (3)     The environmental condition was not disclosed to or known
                     by Buyer before the Effective Date.

     (b)     Exxon will have until the later of:  (i) thirty days after 
             receipt of Buyer's notice under the preceding paragraph, or 
             (ii) five days before the Closing Date if it determines that an 
             adverse environmental condition (whether material or not) may 
             exist with respect to the Formax Property, to elect any of the
             following:

          	  (1)     adjust the Base Purchase Price by a mutually acceptable
                     amount reflecting Exxon's proportionate share, based on
                     Formax's working interest, of the cost reasonably 
                     estimated to remediate a Condition affecting the Formax
                     Property; 

          	  (2)     remedy, or agree to remedy, the Condition as provided 
                     below; or 

          	  (3)     terminate this Agreement.  

             Exxon may delay Closing until the end of this thirty-day period,
             which delay will be in addition to and under the same terms as 
             Exxon's and Buyer's right to delay Closing under Sections 8.02 
             and 8.03.

     (c)     If Exxon and Buyer agree to an adjustment under paragraph (b)(1),
             the adjustment will be the cost to remediate the Condition, but 
             only to the level required by the Environmental Laws in effect 
             on the Effective Date.  

     12.03.  Remediation.  If Exxon agrees with Buyer to remediate a Condition
or is required by a governmental or regulatory agency to remediate a Condition,
the following will govern the remediation: 

     (a)     Exxon will be responsible for all negotiations and contacts with
             federal, state, and local agencies and authorities with regard 
             to the Condition or remediation.  Buyer may not make any 
             independent contacts with any agency, authority, or other third
             party with respect to the Condition or remediation and will keep
             all information regarding the Condition and remediation 
             confidential, except in each instance to the extent required by
             applicable law.

     (b)     Exxon will remediate the Condition to the level agreed upon by
             Exxon and Buyer, but in no event will Exxon be required to 
             remediate the Condition beyond the level required by the 
             Environmental Laws in effect on the Effective Date.

     (c)     Buyer will grant and warrant access to, and entry on, the Formax
             Property after Closing to Exxon, its Associated Parties, and 
             third parties conducting



<PAGE> 24
             assessments or remediation, to the extent and as long as 
             necessary to conduct and complete the assessment or remediation
             work, to remove equipment and facilities, and to perform any 
             other activities reasonably necessary in connection with such 
             assessments or remediation.  

     (d)     Buyer will use its best efforts not to interfere with Exxon's
             ingress and egress or assessment or remediation activities.  
             Exxon will make reasonable efforts to perform the work so as to
             minimize disruption to Buyer's operations on the Formax Property.

     (e)     Exxon will continue remediation of the Condition until the first
             of the following occurs:

             (1)   the appropriate governmental authorities provide written
                   notice to Exxon or Buyer that no further remediation of the
                   Condition is required; or

             (2)   Exxon determines that the Condition has been remediated to
                   the level required by the Environmental Laws or as agreed 
                   by the parties. 

             Upon the occurrence of either (1) or (2) above, Exxon will notify
             Buyer that remediation of the Condition is complete and provide a
             copy of the notification described in subsection (1) above, if 
             applicable.  Upon delivery of Exxon's notice, Exxon will be 
             released from all liability and have no further obligations under
             any provisions of this Agreement in connection with a Condition.  

     (f)     Until Exxon completes remediation of a Condition, Exxon and Buyer
             will each notify the other of any pending or threatened Claim, 
             action, or proceeding by any authority or private party that 
             relates to or would affect the environmental condition, the 
             assessment, or the remediation of the Formax Property.

     (g)     After delivery of possession or Closing (whichever occurs first)
             and before Exxon has completed remediation of a Condition, if a 
             leak, spill, or discharge of any material or substance 
             ("Occurrence") occurs on the Formax Property or any part of it,
             Buyer will promptly notify Exxon and act promptly to minimize the
             effects of the Occurrence.  If a spill, leak or discharge occurs
             and Exxon determines that it may affect the area where Exxon is 
             conducting a remediation or assessment, Buyer will hire a 
             consultant (who must be acceptable to Exxon) to assess the 
             effect of the occurrence on the environmental condition of the
             Formax Property, and Exxon's remediation work and the cost of the
             additional work required as the result of the Occurrence.
             Unless the Occurrence was caused solely by Exxon, Buyer will be
             responsible for the incremental cost of remediating the impact 
             of the Occurrence.  If Exxon's remediation is expanded to 
             incorporate remediation of the Occurrence, Buyer will promptly
             pay its share of costs and expenses to Exxon as the work is 
             performed, within thirty days of receipt of invoices for the work
             (with supporting documentation).  Payments not



<PAGE> 25
             made timely will bear interest at a rate of twelve percent per 
             annum or the maximum lawful rate, whichever is less, compounded
             daily from the date of Buyer's receipt of the invoice until paid.

            	If the cost of the additional work equals or exceeds the cost
             which would have been incurred but for the Occurrence, Exxon will
             pay Buyer the cost that would have been incurred by Exxon to 
             complete the remediation but for the Occurrence.  As consideration
             for this payment, Buyer will accept the environmental condition 
             of the Formax Property as it exists on the date of the payment,
             assume full responsibility for remediating the Formax Property and 
             related off-site contamination in accordance with this Agreement,
             and agree to release, not to sue, indemnify, hold harmless, and 
             defend Exxon and its Associated Parties as to Claims and 
             Liabilities arising from the Occurrence to the same extent as 
             described in Article 11.

     12.04.  Disposal of Materials, Substances, and Wastes; Compliance with 
             Law.  Buyer will cause SJPC and Formax to store, handle, 
             transport, and dispose of or discharge all materials, substances,
             and wastes from the Formax Property (including produced water, 
             drilling fluids, NORM, and other wastes), whether present before
             or after the Effective Time, in accordance with applicable 
             local, state, and federal laws and regulations.  Buyer will 
             cause SJPC and Formax to keep records of the types, amounts, and
             location of materials, substances, and wastes that are stored, 
             transported, handled, discharged, released, or disposed of onsite
             and offsite.  

                 		   ARTICLE 13.  BUYER'S REPRESENTATIONS

     13.01.  Representations Not Exclusive.  Buyer's representations under
this article are in addition to its other representations under this Agreement
and the Additional Instruments. 

     13.02.  Securities Laws.  

     (a)     Buyer acknowledges that the solicitation of an offer for and the
             sale of all of the outstanding capital stock of SJPC by Exxon 
             has not been registered under any securities laws.

     (b)     Buyer intends to acquire SJPC stock for its own benefit and
             account and is not acquiring the stock with the intent of 
             distributing it or otherwise selling it in a manner that would
             be subject to regulation by federal or state securities laws. 
             If Buyer sells, transfers, or otherwise disposes of the stock in
             the future, it will do so in compliance with applicable federal
             and state laws.

     (c)     Buyer represents that at no time has it been presented with or
             solicited by or through any public promotion or other form of 
             advertising in connection with this transaction.


<PAGE 26>
     13.03.  Basis of Buyer's Decision.  Buyer represents that:

     (a)     It has reviewed SJPC's records, Formax's records and the Formax
             Property to its satisfaction to enable it to evaluate SJPC in 
             order to enter into this Agreement (subject, however, to the 
             limitations described in Section 5.01).

     (b)     Buyer has performed sufficient review and investigation to 
             evaluate SJPC, Formax and the Formax Property (but not including
             the SJPC Property) to its satisfaction and to enable it to make
             an informed decision, as a prudent and knowledgeable purchaser,
             to acquire SJPC.

     (c)     It is knowledgeable and experienced in the evaluation, 
             acquisition, and operation of oil and gas properties and 
             companies.

     (d)     It has evaluated the merits and risks of purchasing SJPC and has
             formed an opinion based solely upon its knowledge and experience
             and not upon any statements or actions by Exxon or its Associated
             Parties.

     (e)     It has not relied on statements or actions by Exxon or its
             Associated Parties in making its decision to enter into this
             Agreement.

     (f)     It accepts the condition of SJPC, Formax, and the Formax Property,
             including any and all matters whatsoever related to SJPC, Formax, 
             and the Formax Property "AS IS, WHERE IS" and without any 
             representation, warranty or guarantee, express or implied, as to
             the merchantability, fitness for a particular purpose or otherwise
             as to the condition, size, extent, quantity, type or value of the
             business, liabilities or assets of SJPC, Formax and the
             Formax Property.

     13.04.  Express Negligence Rule; Conspicuousness.  Buyer acknowledges
that the provisions of this Agreement that are set out in italics satisfy the
requirements of the express negligence rule and/or are conspicuous. 

     13.05.  Material Factor.  Buyer acknowledges that its representations
under this article, the rest of this Agreement, and the Additional Instruments
are a material inducement to Exxon to enter into this Agreement with, and 
close the sale to, Buyer.

            	       ARTICLE 14.  FINAL SETTLEMENT STATEMENT

     Exxon will prepare a final settlement statement after Closing.  The final
settlement statement will be submitted to Buyer within 120 days after the 
Closing Date.  The final settlement statement will deduct amounts due to Exxon
from amounts due to Buyer as provided in this Agreement, will include 
adjustments as necessary for items identified after Closing, and may set off
any resulting amount due to Buyer against amounts that Buyer may owe to Exxon
and its Associated Parties when the final settlement statement is prepared. 


<PAGE 27>
     Buyer must respond with objections and proposed corrections within thirty
days of receiving the final settlement statement.  If the parties cannot 
resolve their differences within ninety days of Exxon's receipt of Buyer's
objections, then the alternate-dispute-resolution and arbitration procedures
under Section 11.06 will be triggered.  If Buyer does not respond to the 
final settlement statement by signing or objecting within the thirty-day 
period, the statement will be deemed approved by Buyer.  After approval of
the final settlement statement, Exxon will send a check or invoice to Buyer
for the net amount.  If payment is not made within thirty days of Buyer's 
receiving the invoice, the amount due will bear interest at a rate of twelve 
percent per annum or the maximum lawful rate, whichever is less, compounded
daily from the date of Buyer's receipt of the invoice until paid.  Inquiries
regarding the final settlement statement must be in writing, addressed to:

                         Exxon 
                         c/o Exxon Company, U.S.A.
                         P.O. Box 2180
                         Houston, Texas  77252-2180
                         Attention:   A. H. Barber
                                     	Evaluation & Marketing Manager

        	      ARTICLE 15.  BROKER'S AND FINDER'S FEES

     Exxon and Buyer each represents and warrants to the other that it has
incurred no liability, contingent or otherwise, for broker's or finder's 
fees in connection with this Agreement or the transaction contemplated by it
for which the other party will have any responsibility. 

               		    ARTICLE 16.  COMMUNICATIONS

     Unless otherwise provided in this Agreement, communications (including
notices) under this Agreement that must be in writing and delivered by a
specified date will be deemed to have been made when received at the following
addresses by registered or certified mail, postage prepaid, or by messenger:

     	Exxon                           Buyer:
     	c/o Exxon Company, U.S.A.       Berry Petroleum Co.
     	P.O. Box 2180                   P. O. Bin X
     	Houston, Texas  77252-2180      Taft, California 93268  
     	Attention:  J. R. Kahn          Attention: Jerry V. Hoffman 
		                Asset Manager       President and Chief
                                 					Executive Officer
		
          		      ARTICLE 17.  BUYER'S DEFAULT

     If Buyer defaults under this Agreement in a material way, including
Buyer's failure to perform its obligations to close this transaction, Exxon
may, at its sole option, terminate this 


<PAGE 28>
Agreement and retain the performance deposit, in addition to all of its other
rights at law or in equity.

       	 ARTICLE 18.  HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS 
			                             ACT OF 1976

    	The parties have determined that the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the "Act") does not apply to this transaction.  
 
       	ARTICLE 19.  WARRANTIES AND DISCLAIMERS OF WARRANTIES

     19.01  Warranties.  Exxon hereby represents and warrants to Buyer as
follows:

     (a)  Corporate Organization.  SJPC and  Formax are corporations duly
organized, validly existing and in good standing under the laws of the State
of Louisiana and California, respectively, and each has full power and 
authority to conduct its business as currently conducted and to own and 
operate the assets it now owns, operates or holds. 

     (b)  Outstanding Stock.  The authorized capital stock of SJPC consists
of one class of 1,050,000 authorized shares of common stock of which 102,566
shares are issued and outstanding.  The authorized capital stock of Formax 
consists of one class of 5,000 authorized shares of common stock of which 
4,600 shares are issued and outstanding.  SJPC owns all of the outstanding 
shares of common stock of Formax and Exxon owns all of the outstanding shares
of common stock of SJPC and all of the common stock of both corporations have
been duly authorized and validly issued and are fully paid and non-assessable
and were not issued in violation of any preemptive rights or other preferential
rights of subscription or purchase by any person.  All of the referenced 
common stock is owned free of any encumbrances or liens, beneficially or of
record and there are no outstanding options, warrants, convertible securities,
calls, rights, commitments, preemptive rights, agreements, arrangements or 
understandings of any character obligating either Exxon or SJPC or Formax ,
respectively:  (i) to issue, deliver or sell, or cause to be issued, delivered
or sold, additional shares of capital stock of either SJPC or Formax or any 
securities or obligations convertible into or exchangeable for such shares, or
(ii) to grant, extend, or enter into any such option, warrant, convertible
security, call right, commitment, preemptive right, agreement, arrangement or
understanding described above.

     (c)  Effective Agreement.  The execution, delivery and performance of 
this Agreement by Exxon and SJPC and the consummation of the transaction 
contemplated hereby do not require the consent, approval, clearance, waiver,
order or authorization of any person, do not violate any provision of the 
Articles of Incorporation or Bylaws of SJPC or Formax and do not conflict with
or violate any permit, concession, grant, franchise, statute, law, rule or 
regulation of any governmental entity or any order, judgment, award of decree
of any court or other governmental entity to which Exxon, SJPC or Formax is 
subject or any of its assets is bound, in each case, of which failure, 
violation, conflict or breach would, in the aggregate, hinder or impair the
consummation of the transaction contemplated by this Agreement.


<PAGE 29>
     (d)  Employees.  For the last five (5) years, neither SJPC nor Formax has
had any employees.

     (e)  Pension Plans.  SJPC and  Formax are not currently, and have not for
the past five years been,  a party to any employee pension or welfare plan to 
which ERISA applies or to which either Company was required to make 
contributions.

     (f)  Lawsuits.  As of one day prior to the Effective Date, neither Exxon,
SJPC nor Formax has been served with any lawsuit filed in the States of 
California, Louisiana, New Jersey, or Texas which, if adversely determined
would have a material adverse effect on SJPC, Formax or the Formax Property.

     19.02  Disclaimer of Warranties.  Except as provided in Article 19, Exxon
and its Associated Parties have not made, and will not make, any warranty or 
representation, express, implied, or statutory, whatsoever in connection with 
this Agreement or the transaction contemplated by it, including the accuracy
or completeness of data, information, or materials furnished at any time to 
Buyer in connection with SJPC, Formax, or the Formax Property, or the quality
or quantity of hydrocarbon reserves (if any) attributable to the Formax 
Property, or the ability of the Formax Property to produce hydrocarbons. 
None of Exxon's Associated Parties is authorized to make any warranty or 
representation on Exxon's behalf.  All data, information, and other materials
furnished by Exxon or its Associated Parties are provided to Buyer as a 
convenience, and reliance on or use of them is at Buyer's sole risk.

     19.03  Indemnification.  Notwithstanding any provisions contained herein
to the contrary, Exxon agrees to indemnify, defend and hold Buyer and its 
Associated Parties harmless from and against any and all loss, liability, 
damage, cost and expenses (including interest, penalties, settlements, fines, 
costs and expenses incurred in connection with investigating and defending any
claims or causes of action, and reasonable attorneys' fees) that the Buyer or 
its Associated Parties may incur or become subject to:

     (a)     arising out of or due to the breach of any of the warranties of
             Exxon contained in this Agreement, or any breach of the 
             representation contained in Section 4.01.  

     (b)     as a result of any Claim or Liability based on personal injury,
             and/or any property damage associated with such personal injury,
             arising as the result of a specific incident that occurs between
             the Effective Time and the date of Closing, provided that: 
             (i) Exxon's indemnification under this subsection shall only 
             cover Claims or Liabilities to the extent that the collective
             monetary amount of all of such Claims and Liabilities exceeds an
             amount equal to the amount credited to Buyer under Section 10.01
             (b)(i) hereof less the amount credited to Exxon under Section 
             10.01(a)(ii) hereof.; (ii) in order for the indemnity contained
             in this Section 19.03(b) to be effective with regard to any Claim
             or Liability, Buyer must provide Exxon with written notification 
             of such Claim or Liability within fourteen (14) months of the 
             Closing Date; and (iii)  it is expressly understood and agreed
             that this indemnity shall not cover any Claims or Liabilities 
             arising out of any violation of any


<PAGE 30>
             environmental laws, or the presence of any asbestos, hazardous
             substances or  NORM.

     (c)     As a result of any Claim or Liability resulting from a judgment
             rendered or settlement reached in a lawsuit filed before the
             Effective Time against Exxon, SJPC or Formax. The parties 
             recognize that certain lawsuits may have been filed before the
             Effective Time, but concern SJPC or Formax activities continuing
             after the Effective Time.  For these lawsuits, Buyer will
             indemnify, defend, and hold Exxon and its Associated Parties
             harmless from the Effective Time forward as to activities 
             occurring after the Effective Time, however, Exxon will continue
             to defend an action under this paragraph for which it remains
             responsible after the Effective Time.  For any lawsuit for which
             Exxon retains responsibility, Buyer will cause SJPC and Formax 
             to cooperate with Exxon and will itself cooperate in the defense
             of said lawsuit.  It is expressly understood and agreed that the
             alternative dispute resolution procedures set out in Section 
             11.06 hereof, shall apply to any disputes arising with regard to
             the indemnity provided for herein.

     (d)     As a result of all Claims and Liabilities arising out of or
             related to the SJPC Property whensoever arising.

                     		 ARTICLE 20.  MISCELLANEOUS

     20.01.  Entire Agreement.  This Agreement and the Additional Instruments
constitute the entire agreement between the parties as to the transaction 
described in this Agreement.  All previous negotiations and communications
between the parties as to these matters are merged into this Agreement and the 
Additional Instruments.

     20.02.  Successors and Assigns; Amendment; Survival.  This Agreement is
binding on and inures to the benefit of the parties and their respective
successors, heirs, representatives, and assigns and may be supplemented, 
altered, amended, modified, or revoked only in writing signed by both parties.
Neither the assignment of this Agreement nor of any interest in SJPC, Formax,
or the Formax Property, will relieve Buyer of its obligations under this 
Agreement unless and to the extent Exxon consents in writing to release Buyer,
which consent may be withheld for any reason.  All provisions of this Agreement
and the Additional Instruments that cannot be performed before Closing or the
earlier termination of this Agreement and all representations, promises,
releases, and indemnities under this Agreement and the Additional Instruments
will survive Closing.  

     20.03.  Choice of Law.  This Agreement and its performance will be 
construed in accordance with, and enforced under, the internal laws of the
State of Texas, without regard to choice of law rules of any jurisdiction,
including Texas.

     20.04.  Assignment.  Neither this Agreement nor the rights and obligations
under it may be assigned or delegated by Buyer, and an attempted assignment or
delegation is void, provided  


<PAGE 31>
that SJPC and/or Formax may assign any obligations imposed hereunder to Buyer
in a reorganization in which the party assigning the obligation is being
merged into Buyer.

     20.05.  No Admissions.  Neither this Agreement, nor any part of it, nor
any performance under this Agreement, nor any payment of any amount under this
Agreement will constitute or may be construed as a finding, evidence of, or an
admission or acknowledgment of any liability, fault, past or present 
wrongdoing, or violation of law, rule, regulation, or policy, by either Exxon,
its Associated Parties or Buyer and its Associated Parties, or their
respective representatives.

     20.06.  No Third-Party Beneficiaries.  There are no third-party
beneficiaries of this Agreement.

     20.07.  Public Communications.    Prior to Closing and for a period of
ninety (90) days after the date of this Agreement, Exxon and Buyer shall
consult and coordinate with each other with respect to any press conference
or announcement concerning this Agreement or the transaction contemplated 
hereunder, which releases any information not currently in the public domain.
In addition, at no time shall Buyer disclose (i) the consideration paid
hereunder; or (ii) any reserve estimates for the Formax Property.  The 
restriction imposed by this provision shall not apply to any disclosures
required by applicable law or the applicable rules or regulations of any
governmental body or stock or securities exchange, provided that Buyer shall,
to the extent practical, consult with Exxon prior to making any such 
required disclosure.

     20.08.  Headings and Titles.  The headings and titles in this Agreement
are for guidance and convenience of reference only and do not limit or 
otherwise affect or interpret the terms or provisions of this Agreement.

     20.09.  Exhibits.  All exhibits referenced in and attached to this
Agreement are incorporated into it.

     20.10.  Includes.  The word "includes" and its syntactical variants mean
"includes, but is not limited to" and corresponding syntactical variants.  The
rule ejusdem generis may not be invoked to restrict or limit the scope of the 
general term or phrase followed or preceded by an enumeration of particular
examples.

     20.11.  Severability.  The provisions of this Agreement are severable at
Exxon's option.  If a court of competent jurisdiction finds any part of this 
Agreement to be void, invalid, or otherwise unenforceable, then Exxon may 
decide whether to enforce this Agreement without the void, invalid, or 
unenforceable parts or to terminate this Agreement.

     20.12.  Counterparts.  This Agreement may be executed in multiple
counterparts, all of which together will be considered one instrument.

     20.13.  Conflicts.  If the text of this Agreement conflicts with the terms
of any exhibit to this Agreement, then the text of this Agreement will control.


<PAGE 32>
     20.14.  Not to Be Construed against Drafter.  Buyer acknowledges that it
has read this Agreement, has had opportunity to review it with an attorney of
its choice, and has agreed to all of its terms.  Under these circumstances, the
parties agree that the rule of construction that a contract be construed
against the drafter may not be applied in interpreting this Agreement.

     20.15.  Execution by the Parties.  Neither the submission of this
instrument nor any information concerning SJPC, Formax or the Formax Property
for Buyer's examination, nor discussions or negotiations between the parties 
constitute an offer to sell, a reservation of, or an option for the stock of 
SJPC or Formax, or the Formax Property, and this instrument and the underlying 
transaction will become enforceable and binding between the parties only upon
its execution and delivery by both of them.

     The parties have executed this Agreement on the date below their
signatures, to be enforceable and binding as of the Effective Date.

BERRY PETROLEUM COMPANY               EXXON CORPORATION

By: /s/ Jerry V. Hoffman            By: /s/ J. H. Perry

Name:  Jerry V. Hoffman             Name:  J. H. Perry

Title: President and CEO            Title: Agent and Attorney in Fact

Date:  12/9/96                      Date:  12/11/96




SAN JOAQUIN PRODUCTION COMPANY       FORMAX OIL COMPANY

By: /s/ K. P. Pepper                By: /s/ K. P. Pepper

Name: K. P. Pepper                  Name:  K. P. PEPPER

Title: President                    Title: President

Date: 12/11/96                      Date:  12/11/96


<PAGE 33>

              			       EXHIBIT A

       		   Attached to and made a part of the

             			STOCK PURCHASE AGREEMENT

                    			between
  
           			    EXXON CORPORATION

                  				  and

           			 BERRY PETROLEUM COMPANY


    		      DESCRIPTION OF THE INTERESTS

                				FORMAX FEE


File No. 817490

Legal Description of the Formax Fee


Parcel 1:   Lot 1, the southeast quarter of the northwest quarter; the east 
half of the east half of the southwest quarter of the northwest quarter; and
that portion of the northeast quarter of the northwest quarter of fractional 
Section 36, Township 32 South, Range 23 East, Mount Diablo Meridian, in the 
unincorporated area of the County of Kern, State of California, according to
the official plat thereof, described as follows:

Beginning at the southwest corner of said northeast quarter of the northwest
quarter; thence northerly on the west line of said northeast quarter of the 
northwest quarter 620 feet; thence at right angles easterly 500 feet; thence at
right angles northerly 300 feet; thence at right angles easterly 400 feet;
thence at right angles northerly 400 feet to the north line of said section;
thence easterly along said section line to the north quarter corner; thence 
southerly 1320 feet to the southeast corner of said northeast quarter of the
northwest quarter; thence westerly to the point of beginning.

Parcel 2:  The north 20 acres of Lot 4 and the north half of Lot 5 of 
fractional Section 36, Township 32 South, Range 23 East, Mount Diablo Meridian,
in the unincorporated area of the County of Kern, State of California, 
according to the official plat thereof.


<PAGE 34>

                    			Formax Agreements

1.      File No. 87490 (D-345) - Waste Water Agreement dated May	19, 1987
        between Surprise Oil Company and Formax Oil	Company.

2.      File No. 817490 (D-344) -Pipeline Agreement dated May 19, 1987 between
        Berry Petroleum Company and Formax Oil Company.

3.      File No. 817490 (D-346) - Roadway Agreement dated May 12,	1987 between
        Texaco, Inc. and Celeron Oil and Gas Company.

4.      File No. 817490 (D-347) - Easement Agreement dated April 21, 1987
        between Chevron USA, Inc. and Celeron Oil and Gas Company.

5.      File No. 817490 (D-349) - Road License Agreement dated May 1, 1987
        between Tenneco Oil Company and Formax Oil Company.

6.      File No. 817490 (D-338) - Easement Agreement dated October 11, 1985
        between Chevron USA Inc. and Formax Oil Company.

7.      File No. 817490 (ROW-10) - Easement dated October 27, 1986 
        between Formax Oil Company and Pacific Gas and Electric Company.

8.      File No. 817490 - Operating Agreement between Exxon San Joaquin
        Production Company and Exxon Company USA (canceled at Closing).

9.      Agreement to provide services dated December 4, 1987 between Exxon
        Company, USA and Exxon San Joaquin Production Company (canceled at
        Closing).

10.     Policy of Title Insurance being policy number G579560 issued by
        Ticor Title Insurance Company of California.

11.     Agency Agreement dated December 4, 1987 between Exxon San Joaquin
        Production Company and Exxon Company, USA (canceled at Closing).

12.     Industrial Water Services Agreement dated October 21, 1988 between 
        West Kern Water District and Exxon Company, USA. 	(Cancellation 
        Notice has been given.  Agreement will expire in February, 1998.)

13.     Electric Service Agreement dated February 14, 1990 between 
        Pacific Gas and Electric Company and Exxon Company USA.

14.     Stock Purchase Agreement dated December 20, 1985 between 
        Celeron Oil and Gas Company and Formax Oil Company.

15.     Acquisitions Rights Agreement dated December 20, 1985 between Celeron
        Oil and Gas Company and Hovey Hill, Inc., a California corporation.


<PAGE 35>
16.     Stock Purchase Agreement dated December 1, 1987 between	Exxon
        Corporation and the Goodyear Tire and Rubber Company and Goodyear
        Energy, Inc.

17.     Assignment of Convertible Royalty dated December 31, 1985 and recorded
        in Book 5844, Page 676 in Kern County, California, Official Records.

18.     Assignment of Overriding Royalty Interest effective January 1, 1986
        from Celeron to Gale L. Galloway, et al, recorded in Book 5969, 
        Page 949 in Kern County, California, Official Records.

19.     Assignment of Overriding Royalty Interest effective January 1, 1986
        from Celeron to Jimmie D. Simmons, et al, recorded in Book 5969, 
        Page 954 of Kern County, California, Official Records.

20.     Conveyance of Overriding Royalty between Formax Oil Company and Exxon
        San Joaquin Production Company, effective as of 6:58 a.m., Local Time, 
        July 1, 1996  (to be recorded).

21.     Conveyance of Overriding Royalty between Exxon San Joaquin Production
        Company and Exxon Corporation, effective as of 6:59 a.m., Local Time, 
        July 1, 1996 (to be recorded).

22.     Settlement Agreement dated September 13, 1989 between various 
        overriding royalty owners and Exxon San Joaquin Production Company 
        and Exxon Corporation.

23.     Oil Sales Contract dated October 9, 1992 between Exxon and 
        Union Oil Company of California.

24.     Gas Exchange Agreement (K 4642) between Chevron and Exxon whereby
        Chevron provides fuel gas to the Formax Fee (to be canceled after
        Closing).

25.     District Agreement No. 11 by and between West Kern Water 
        District and Exxon San Joaquin Production Company.

26.     An Easement for telephone and telegraph lines and an oil pipeline in
        favor of General Pipeline Co. of California, recorded October 2, 1912
        in Book 278, Page 1 of Deeds.

27.     An Easement for a pipeline in favor of General Petroleum Corporation,
        recorded March 1, 1924 in Book 6, Page 285, Official Records.

28.     An Easement for telegraph or telephone line and a pipeline in favor of
        Producers Transportation Company recorded April 25, 1924 in Book 19, 
        Page 365, Official Records.

29.     An Easement for a pipeline and telegraph or telephone line in favor of
        Producers Transportation Company recorded June 6, 1924 in Book 24, 
        Page 354, Official Records.

30.     An Easement for a water pipeline in favor of General Petroleum
        Corporation recorded March 20, 1937 in Book 709, Page 371, Official
        Records.

31.     An Easement for a pipeline in favor of Union Oil Company of California
        recorded July 1, 1970 in Book 4413, Page 237, Official Records, and as
        amended by instrument recorded March 18, 1971 in Book 4503, Page 257, 
        Official Records.


<PAGE 36>
32.     An Easement for poles, aerial wires, cables, electrical conductors in
        favor of Pacific Gas and Electric Company recorded February 27, 1985 
        in Book 5737, Page 2043, Official Records.

33.     An Easement for pole lines in favor of Pacific Gas and Electric
        Company recorded December 23, 1986 in Book 5951, Page 1082, Official
        Records.

34.     An Easement for a 12" pipeline in favor of Southern California Gas
        Company recorded November 15, 1988 in book 6181, Page 2275, Official
        Records.


<PAGE 37>

                		      EXHIBIT A (Continued)

                		Attached to and made a part of the
                		    STOCK PURCHASE AGREEMENT
                     			     between
                      		EXXON CORPORATION
                    			       and
              		     BERRY PETROLEUM COMPANY
             		   DESCRIPTION OF THE INTERESTS
                     			FORMAX FEE WELLS

All wells in the Midway Sunset Field in Kern County, California
(Section 36, T-32-S, R-23-E)

      API                  Reservoir              Well #
  04-029-01206              01-100                  68
  04-029-01207              01-100                  69
  04-029-01208              01-100                  70
  04-029-38614              01-100                   1
  04-029-38615              01-100                   2
  04-029-38616              01-100                   3
  04-029-38617              01-100                   4
  04-029-38618              01-100                   5
  04-029-38619              01-100                   6
  04-029-38621              01-100                 0007A
  04-029-38622              01-100                   8
  04-029-38623              01-100                   9
  04-029-38624              01-100                  10
  04-029-38625              01-100                  11
  04-029-38626              01-100                  12
  04-029-38627              01-100                  13
  04-029-38630              01-100                  16
  04-029-38631              01-100                  17
  04-029-38632              01-100                  18
  04-029-38633              01-100                  19
  04-029-38634              01-100                  20
  04-029-38635              01-100                  21
  04-029-38636              01-200                  22
  04-029-38637              01-100                  23
  04-029-38638              01-100                  24
  04-029-38639              01-100                  25
  04-029-38640              01-100                  26
  04-029-38641              01-100                  27
  04-029-38642              01-100                  28
  04-029-38643              01-100                  29
  04-029-38644              01-100                  30
  04-029-38645              01-100                  31
  04-029-38646              01-100                  32


<PAGE 38>
     API                   Reservoir               Well #
  04-029-38647              01-100                  33
  04-029-38648              01-100                  34
  04-029-38649              01-100                  35
  04-029-38650              01-100                  36
  04-029-38651              01-100                  37
  04-029-38652              01-100                  38
  04-029-38653              01-100                  39
  04-029-38654              01-200                  40
  04-029-38655              01-100                  41
  04-029-38656              01-100                  42
  04-029-38657              01-100                  43
  04-029-38658              01-100                  44
  04-029-38659              01-100                  45
  04-029-38662              01-100                  48
  04-029-38663              01-100                  49
  04-029-38664              01-100                  50
  04-029-38665              01-100                  51
  04-029-38666              01-100                  52
  04-029-38667              01-100                  53
  04-029-38668              01-100                  54
  04-029-38669              01-100                  55
  04-029-38670              01-100                  56
  04-029-38671              01-100                  57
  04-029-38672              01-100                  58
  04-029-38673              01-100                  59
  04-029-38674              01-100                  60
  04-029-38675              01-100                  61
  04-029-38676              01-100                  62
  04-029-38677              01-100                  63
  04-029-38678              01-100                  64
  04-029-38679              01-200                  65
  04-029-38680              01-200                  66
  04-029-38681              01-100                  67
  04-029-43211              01-100                  71
  04-029-43212              01-100                  72
  04-029-43213              01-100                  73
  04-029-43214              01-100                  74
  04-029-43215              01-100                  75
  04-029-44983              01-200                  76
  04-029-44984              01-100                  77
  04-029-44985              01-100                  78
  04-029-47384              01-100                  79
  04-029-47595              01-100                  80
  04-029-47596              01-100                  81
  04-029-48450              01-100                  82
  04-029-48451              01-100                  83


<PAGE 39>
     API                   Reservoir               Well #
  04-029-48452              01-100                  84
  04-029-49089              01-100                  85
  04-029-49090              01-100                  86
  04-029-50040              01-100                  87
  04-029-50041              01-100                  91
  04-029-50042              01-100                  88
  04-029-50043              01-100                  89
  04-029-50044              01-100                  90
  04-029-52378              01-200                  92
  04-029-53313              01-100                  93
  04-029-53314              01-100                  94
  04-029-53315              01-100                  95
  04-029-53370              01-200                  96
  04-029-55291              01-100                  97
  04-029-57641              01-100                  99
  04-029-57642              01-100                 100
  04-029-57643              01-200                 101
  04-029-57644              01-100                 102
  04-029-59348              01-100                 103
  04-029-59349              01-100                 104
  04-029-61342              01-100                 106
  04-029-61343              01-100                 107
  04-029-61344              01-100                 108
  04-029-61890              01-200                 105
  04-029-65546              01-100                 109
  04-029-65547              01-100                 110
  04-029-65548              01-100                 111
  04-029-65549              01-100                 112
  04-029-66774              01-100                 113
  04-029-66775              01-100                 114
  04-029-68729              01-100                 115
  04-029-68730              01-100                 116
  04-029-68731              01-100                 117
  04-029-68837              01-100                 118
  04-029-71867              01-100                 119
  04-029-73181              01-100                 120
  04-029-73182              01-100                 121
  04-029-73183              01-100                 122
  04-029-79423              01-100                 0015X
  04-029-79425              01-300                 0034X
  04-029-79426              01-100                 0042X
  04-029-79427              01-100                 0045X
  04-029-79428              01-100                 0077X
  04-029-80114              01-100                 S0014
  04-029-80116              01-100                 U0026
  04-029-80170              01-100                 T0015


<PAGE 40>
     API                   Reservoir               Well #
  04-029-80177              01-100                 W0022
  04-029-84650              01-100                 A0011
  04-029-84651              01-100                 B0007
  04-029-84652              01-100                 B0009
  04-029-84653              01-100                 B0011
  04-029-84654              01-100                 B0013
  04-029-84655              01-100                 C0007
  04-029-84656              01-100                 C0009
  04-029-84657              01-100                 C0013
  04-029-84658              01-100                 E0003
  04-029-84660              01-100                 F0013
  04-029-84661              01-100                 F0016
  04-029-84662              01-100                 F0017
  04-029-84663              01-100                 G0003
  04-029-84664              01-100                 G0007
  04-029-84665              01-100                 G0013
  04-029-84666              01-100                 A0007
  04-029-84667              01-100                 A0009
  04-029-84668              01-100                 A0014
  04-029-85212              01-100                 C0012
  04-029-85234              01-100                 E0011
  04-029-85235              01-100                 A0008
  04-029-85236              01-100                 A0010
  04-029-85237              01-100                 A0012
  04-029-85238              01-100                 A0013
  04-029-85239              01-100                 E0001
  04-029-85240              01-100                 G0001
  04-029-85241              01-100                 H0002
  04-029-85242              01-100                 C0010
  04-029-85243              01-100                 E0009
  04-029-85244              01-100                 E0013
  04-029-85245              01-100                 E0017
  04-029-85246              01-100                 E0019
  04-029-85247              01-100                 F0002
  04-029-85248              01-100                 F0003
  04-029-85249              01-100                 G0005
  04-029-85250              01-100                 J0015
  04-029-85273              01-100                 D0009
  04-029-85274              01-100                 F0001
  04-029-85275              01-100                 H0001
  04-029-85276              01-100                 J0001
  04-029-85374              01-100                 E0023
  04-029-85375              01-100                 F0008
  04-029-85377              01-100                 L0013
  04-029-85378              01-100                 F0018
  04-029-85379              01-100                 F0019


     API                   Reservoir              Well #
  04-029-85380              01-100                 F0020
  04-029-85381              01-100                 F0021
  04-029-85382              01-100                 F0022
  04-029-85383              01-100                 F0023
  04-029-85384              01-100                 G0015
  04-029-85385              01-100                 G0017
  04-029-85386              01-100                 H0014
  04-029-85387              01-100                 E0024
  04-029-85388              01-100                 F0024
  04-029-85389              01-100                 J0014
  04-029-85752              01-100                 H0012
  04-029-85937              01-100                 J0011
  04-029-85938              01-100                 J0013
  04-029-85939              01-100                 K0013
  04-029-85940              01-100                 K0015
  04-029-85941              01-100                 L0015
  04-029-85992              01-100                 K0001
  04-029-85995              01-100                 I0007
  04-029-85998              01-100                 J0003
  04-029-85999              01-100                 J0005
  04-029-86000              01-100                 J0007
  04-029-86001              01-100                 J0009
  04-029-86002              01-100                 K0003
  04-029-86003              01-100                 K0005
  04-029-86004              01-100                 K0007
  04-029-86005              01-100                 K0009
  04-029-86006              01-100                 K0011
  04-029-86006              02-300                 K0011
  04-029-87504              01-100                 M0015
  04-029-87505              01-100                 M0013
  04-029-87506              01-300                 T0003
  04-029-87520              01-100                 N0011
  04-029-80114              02-100                 I0011
  04-029-85993              01-100                 I0003
  04-029-85994              01-100                 I0005
  04-029-85996              01-100                 I0009
  04-029-85997              01-100                 I0013
  04-029-53370              02-100                  96
  04-029-86445              01-100                 W0001



<PAGE> 42
                         EXHIBIT A (Continued)

                  Attached to and made a part of the

                      STOCK PURCHASE AGREEMENT

                             between

                         EXXON CORPORATION

                               and

                      BERRY PETROLEUM COMPANY

                   DESCRIPTION OF THE INTERESTS

                            FORMAX FEE


     Producing working interest and net revenue interests for current 
production are believed to be as follows while interest for non-producing 
tracts and depth intervals are not given.


                    Working Interest     Net Revenue Interest 
                           %                      %
        Formax Fee        100%*                 97.5%**

* & **  Subject to being reduced in accordance with the terms and
conditions of the following:

  *1.   Assignment of Convertible Royalty dated December 31, 1985 and recorded 
        in book 5844, Page 676 in Kern County, California, Official Records.

**2.    Assignment of Overriding Royalty Interest effective January 1, 1986
        from Celeron to Gale L. Galloway, et al, recorded in book 5969, 
        Page 949, Kern County, California, Official Records.

**3.    Assignment of Overriding Royalty Interest effective January 1, 1986
        from Celeron to Jimmie D. Simmons, et al, recorded in Book 5969, 
        Page 954, of Kern County, California, Official Records.

**4.    Conveyance of Overriding Royalty between Formax Oil Company and Exxon
        San Joaquin Production Company, effective as of 6:58 a.m., Local Time, 
        July 1, 1996 (to be recorded).

**5.    Conveyance of Overriding Royalty between Exxon San Joaquin Production
        Company and Exxon Corporation, effective as of 6:59 a.m., Local Time, 
        July 1, 1996 (to be recorded).

**6.    Settlement Agreement dated September 13, 1989 between various
        overriding royalty owners and Exxon San Joaquin Production Company and
        Exxon Corporation.


<PAGE> 43
                          EXHIBIT B-1

            Attached to and made a part of that certain
                   STOCK PURCHASE AGREEMENT
                          between
                           Exxon 
                            and
                   Berry Petroleum Company


          ASSIGNMENT, GRANT DEED, AND BILL OF SALE


THE STATE OF CALIFORNIA

COUNTY OF KERN

   		San Joaquin Production Company, a Louisiana Corporation, whose address is
_________________ ("Assignor"), for ten dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of all of which are hereby
acknowledged, paid by Exxon Corporation, a New Jersey Corporation, whose 
address is _______________ ("Assignee"), does hereby grant convey and sell
unto Assignee all of Assignor's right, title, and interest in all of the real
and personal property and fixtures described on Exhibit "A" hereto 
(hereinafter collectively described as "said Property").

    It is expressly understood and agreed that Assignee shall receive and 
assume all of the benefits, rights, obligations and responsibilities for said 
Property regardless of when they arose or accrued.

     It is further expressly understood and agreed that the intent of this
instrument is to convey to Assignee all of the real and personal property
owned by Assignor, save and except the stock of Formax Oil Company.

     The rights, titles and interest herein assigned shall inure to the benefit
of the respective parties, and their legal representatives, successor and 
assigns.

     Executed on the dates shown below, but effective as of 6:59 a.m., local
time, July, 1 1996.



<PAGE> 44

SAN JOAQUIN PRODUCTION COMPANY               EXXON CORPORATION

By:                                          By:

Name:                                        Name:

Title:                                       Title:

Date:                                        Date:

STATE OF  _______________________
									
COUNTY OF _______________________

    	This instrument was acknowledged before me on _____________, 1996, 
by ___________________________     ________, ____________________ of
SAN JOAQUIN PRODUCTION COMPANY, a ___________________ corporation, on 
behalf of said corporation.


My Commission Expires:                     _________________________
                               												Notary Public in and for
                                         				the State of _____________


STATE OF TEXAS       

COUNTY OF ___________________
     	This instrument was acknowledged before me on _____________, 1996, by
_______________________________, ________________________ of
EXXON CORPORATION, a New Jersey corporation, on behalf of said corporation.


My Commission Expires:                      ____________________
		                                 											Notary Public in and for
                                  												the State of Texas


<PAGE> 45
                             EXHIBIT B-2

               Attached to and made a part of that certain
                       STOCK PURCHASE AGREEMENT
                             between
                              Exxon 
                               and
                       Berry Petroleum Company


                 CONVEYANCE OF OVERRIDING ROYALTY


STATE OF CALIFORNIA  
							
COUNTY OF KERN 

     		Formax Oil Company, a California Corporation, whose address is
_________________ ("Assignor"), for ten dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of all of which are hereby
acknowledged, paid by San Joaquin Production Company, a Louisiana Corporation, 
whose address is _____________________ ("Assignee"), does hereby grant, convey,
and sell unto Assignee an Overriding Royalty in the following described lands: 

Parcel 1:  
Lot 1:  the southeast quarter of the northwest quarter; the east half of the
east half of the southwest quarter of the northwest quarter; and that portion
of the northeast quarter of the northwest quarter of fractional Section 36, 
Township 32 South, Range 23 East, Mount Diablo Meridian, in the unincorporated
area of the County of Kern, State of California, according to the official plat
thereof, described as follows:

       Beginning at the southwest corner of said northeast quarter of the
       northwest quarter; thence northerly on the west line of said northeast
       quarter of the northwest quarter 620 feet; thence at right angles
       easterly 500 feet; thence at right angles northerly 300 feet; thence at
       right angles easterly 400 feet; thence at right angles northerly 400 
       feet to the north line of said section; thence easterly along said 
       section line to the north quarter corner; thence southerly 1320 feet to
       the southeast corner of said northeast quarter of the northwest quarter; 
       thence westerly to the point of beginning.

    Parcel 2:  The north 20 acres of Lot 4 and the north half of Lot 5 of
fractional Section 36, Township 32 South, Range 23 East, Mount Diablo Meridian,
in the unincorporated area of the County of Kern, State of California, 
according to the official plat thereof.

              (hereinafter described as the "Subject Property")


<PAGE> 46
     Said Overriding Royalty shall be calculated and paid, on an annual basis, 
as follows:  For each month, Assignor shall subtract the Base Price from the 
Posted Price per barrel for oil produced and saved from the Subject Property,
and multiply the resulting number by the number of barrels produced from the 
property and allocated to Assignor to yield a "Monthly Amount," it being
understood that said Monthly Amount may be positive or negative.  At the end
of each calendar year Assignor shall add the Monthly Amounts, and multiply the
resulting total by .75 to yield the amount due Assignee hereunder.  It is 
expressly understood and agreed that, if the sum of the Monthly Amounts for a
given year is zero or less than zero (i) no amount shall be payable to Assignee
hereunder for that year; (ii) no amount shall be due Assignor as a refund or 
otherwise, as a result of such amount being less than zero; and (iii) the 
resulting negative number shall not be carried over to adjust payments in 
future years. 

     It is understood and agreed that the "number of barrels produced from the
Subject Property and allocated to Assignor" shall be the proportionate number
of barrels allocated to the Net Revenue Interest owned by Assignor immediately
prior to the effective date hereof, provided that it is understood and agreed
that such Net Revenue Interest may change pursuant to the terms of one or more
of the interests burdening said Net Revenue Interest immediately prior to the 
said effective date, and that it is understood that said Net Revenue Interest 
shall not be deemed to be reduced as a result of the Overriding Royalty granted
herein.

     It is further understood and agreed that:  (i) the "Base Price" for oil 
shall be $12.70 for 1996 and shall thereafter be increased at the beginning of 
each calendar year by two percent (2%), compounded yearly and rounded to three 
decimal places; and (ii) the "Posted Price" for crude oil produced from the 
Subject Property shall be deemed to be the average of the wellhead prices 
posted by Chevron, Texaco, and Mobil, corrected for gravity, but with no
deductions for any costs, for Midway Sunset crude, provided that, in the event
that any of these entities ceases posting for such crude, the parties shall 
negotiate in good faith to agree upon a substitute poster to be used for the
purposes hereof, and that, until the parties reach such agreement, the postings
of the remaining parties shall be used for the purposes hereof.

     An example of how this Overriding Royalty is to be calculated is set out 
on Attachment 1 hereto.

     The Overriding Royalty due hereunder shall be paid within sixty (60) days
of the end of the year in which it is due.  In the event that payment is not 
made within the time prescribed, the "number of barrels produced from the 
Subject Property and allocated to Assignor" shall be increased for every month 
for the year in question by an amount equal to one percent (1%) for each month,
or fraction thereof, by which such payment is delayed, and the payment due 
shall be calculated utilizing the formula provided herein, but based on such 
increased number of barrels.

     It is expressly understood and agreed that this Overriding Royalty shall: 
(i) not bear any of the expenses of exploring, developing or operating the
Subject Property, nor any of the expenses of marketing production therefrom,
including gathering and/or transportation costs; (ii) not be subject to any ad 
valorem or severance taxes (any such tax liability imposed shall be



<PAGE> 47
paid by Assignor) (iii) be exclusive of, and in addition to, any royalties,
overriding royalties or payments out of production affecting the Subject 
Property; and (iv) be a permanent burden on the Subject Property, and shall not
terminate due to the termination of any other instrument or interests covering
or affecting the Subject Property.  It is further understood and agreed that, 
as the Overriding Royalty is an economic interest in the minerals in place, the
royalties from the Overriding Royalty shall constitute gross income, subject to
depletion, for the Assignee.  The Overriding Royalty shall not constitute gross
income to the Assignor.

     Each payment of the Overriding Royalty granted herein shall be accompanied
by a statement detailing the calculation of the amount due, and containing at 
least the following information, by month:  (i) barrels of oil produced; 
(ii) the Posted Price; and (iii) the prices that were used to determine 
the Posted Price, including any gravity corrections that were applied.  Said
statement shall also indicate the Base Price utilized for the year in question.
In the event that Assignor determines that no payment is due for a particular 
year, Assignor shall nonetheless provide the above described statement within
the time period that would be required for making payment if one was due.  
Assignee, upon notice in writing to Assignor, shall have the right to audit 
Assignor's accounts and records relating to the revenues from the Subject 
Property, and any other records relating to the determination of the amounts 
due hereunder, for any calendar year within the twenty-four (24) month period
following the end of such calendar year.

     It is understood and agreed that any method used by Assignor to measure 
the production of oil from the Subject Property must be approved by Assignee, 
with such approval to be not unreasonably withheld.  In addition, Assignee
shall have the right to require that the meters and/or other equipment 
utilized for such measurement be tested at reasonable intervals and Assignee
shall have the right to witness such metering, all in accordance with 
procedures to be agreed upon by the parties acting in good faith.

     In the event that Assignee disputes the amount of the annual Overriding 
Royalty Payment, and/or the calculations used to determine such payment, then 
Assignee shall provide written notice to Assignor of such dispute.  If Assignee
and Assignor are unable to resolve the matter with correspondence, then within 
10  days (or any period agreed to by Assignee and Assignor) following the 
initial notice of dispute, then the representatives of the parties shall meet
at least once in an attempt to negotiate a resolution of the dispute, at which 
meeting at least one representative must be a line manager of each party.  If
the dispute is not resolved within 10  days (or any period agreed to by
Assignee and Assignor) after the first meeting for informal negotiations, then 
Assignor shall, within 5 working days thereafter, submit a final written offer 
for settling the dispute.  Within 5 days of receipt of the offer, Assignee
must either accept or reject the offer, if any, or submit its own settlement
offer.  Within 5 days of its receipt of Assignee's response, Assignor must 
accept or reject Assignee's offer.  Failure to respond by any party shall be 
deemed a rejection of the outstanding offer.  If the dispute is not settled
within 5 working days of the last offer, then Assignee shall have all of the
rights specified in the next succeeding paragraph.  It is expressly understood
and agreed that the foregoing procedure shall only apply to those amounts 
that are actually in dispute, and that


<PAGE> 48
     Assignee shall at all times have the rights specified in the following 
paragraph with regard to any unpaid amounts that are not in dispute.

     In the event that Assignor fails to pay to Assignee any amounts due 
hereunder within fifteen (15) days of the receipt of a written demand for such
payment from Assignee, or in the event that Assignor files for protection, 
whether voluntarily or involuntarily, under the bankruptcy laws of the United 
States, or in the event that any dispute is not settled in accordance with the 
immediately preceding paragraph, then Assignor hereby grants to Assignee
(i) the right to collect from the purchaser the proceeds from the sale of 
Assignor's share of oil produced from the Subject Property any amounts due 
Assignee hereunder (including interest) and not paid in accordance with the 
terms hereof.  Each purchaser shall be entitled to rely on Assignee's written
statement regarding the amount due Assignee hereunder and (ii) the right to 
take in kind up to fifty percent (50%) of the oil produced from the 
Subject Property (with the specific percentage taken to be determined by
Assignee) until Assignee has received in kind an amount of oil equal in value
to all amounts due Assignee hereunder (including interest).  It is understood
and agreed that the oil taken by Assignee under the terms hereof shall be 
valued by applying the formula for determining the Posted Price hereunder, 
utilizing prices in effect at the time such oil is taken by Assignee. It is
further understood and agreed that, Assignee shall not incur any liability for
the expenses of operating the Subject Property as a result of its taking oil 
under the terms hereof.  It is expressly understood and agreed that the rights
of Assignee granted in this paragraph are and shall be rights in and to the 
property covered hereby.

     All, notices, and any correspondence regarding the matters provided for 
herein shall be sent to the following addresses which may be changed by thirty
(30) days written notification:

   				For Assignor:                   For Assignee:
			____________________            ____________________
			____________________            ____________________
			____________________            ____________________

     The rights, titles and interest herein assigned shall inure to the benefit
of the respective parties, and their legal representatives, successor and 
assigns.

     Executed on the dates shown on the acknowledgments below, but effective as
of 6:58 a.m., local time, July 1, 1996, it being understood that the first year
for which the Overriding Royalty provided for herein shall be determined and 
paid shall consist of that period from July 1, 1996 to December 31, 1996, and
that said Override shall be determined and paid on an annual basis thereafter.



<PAGE> 49
FORMAX OIL COMPANY                  SAN JOAQUIN PRODUCTION COMPANY

By:                                 By:

Name:                               Name:

Title:                              Title:

Date:                               Date:


STATE OF 
								
COUNTY OF 

     	This instrument was acknowledged before me on _____________, 1996, by
______________________________, _________________________ of
FORMAX OIL COMPANY, a ___________________ corporation, on behalf of said
corporation.

My Commission Expires:  		                 _______________________
                                												Notary Public in and for
                                												the State of _______________

STATE OF TEXAS  
							
COUNTY OF    

    	This instrument was acknowledged before me on _____________, 1996, by
_________________________________, ___________________________ of
SAN JOAQUIN PRODUCTION COMPANY, a Louisiana corporation, on behalf of said
corporation.

My Commission Expires:                     ________________________
                              														Notary Public in and for
                                												the State of Texas



<PAGE> 50
                            ATTACHMENT 1
                      to Conveyance of Overriding
                    Royalty from Formax Oil Company
                   to San Joaquin Production Company

     Sample Calculation of the Overriding Royalty for 1998.  To be used solely
     as an illustrative example and not for the purpose of reflecting any 
     actual amounts payable.

        Base price=$13.213 ($12.70 escalated at 2%/year since 1996)


               Average     Difference     Barrels Produced      "Monthly
    Month    Posted Price  from Base          per Month          Amount"

January        $14.00        +.787             30000           $23,610.00
February       $13.00        -.213             25000           -$5,325.00
March          $13.25        +.037             22500             +$832.50
April          $12.50        -.713             30000          -$21,390.00
May            $12.75        -.463             35000          -$16,205.00
June           $14.00        +.787             25000          +$19,675.00
July           $14.50       +1.287             27500          +$35,392.50
August         $12.00       -1.213             25000          -$30,325.00
September      $13.00        -.213             30000           -$6,390.00
October        $13.75        +.537             32500          +$17,452.50
November       $14.00        +.787             30000          +$23,610.00
December       $13.00        -.213             27500           -$5,857.50


	
                                                   						Total  $35,080 
                                                                 X  .75
                                         												Amount Due $26,310



<PAGE> 51
                           EXHIBIT B-3

            Attached to and made a part of that certain
                       STOCK SALE AGREEMENT
                            between
                             Exxon 
                              and
                      Berry Petroleum Company


CONVEYANCE OF OVERRIDING ROYALTY


STATE OF CALIFORNIA 
							
COUNTY OF KERN   


    		San Joaquin Production Company, a Louisiana Corporation, whose address is
 _________________ ("Assignor"), for ten dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of all of which are hereby 
acknowledged, paid by Exxon Corporation, a New Jersey Corporation, whose 
address is _____________________ ("Assignee"), does hereby grant, convey, and 
sell unto Assignee that same Overriding Royalty that was granted to Assignor by
Formax Oil Company, by that Conveyance of Overriding Royalty ("said 
Conveyance"), which was effective as of ___________, said Overriding Royalty
covering the following described lands: 

     Parcel 1:  
     Lot 1:  the southeast quarter of the northwest quarter; the east half of
the east half of the southwest quarter of the northwest quarter; and that 
portion of the northeast quarter of the northwest quarter of fractional Section
36, Township 32 South, Range 23 East, Mount Diablo Meridian, in the 
unincorporated area of the County of Kern, State of California, according to
the official plat thereof, described as follows: 

     Beginning at the southwest corner of said northeast quarter of the 
     northwest quarter; thence northerly on the west line of said northeast 
     quarter of the northwest quarter 620 feet; thence at right angles easterly
     500 feet; thence at right angles northerly 300 feet; thence at right 
     angles easterly 400 feet; thence at right angles northerly 400 feet to the
     north line of said section; thence easterly along said section line to the
     north quarter corner; thence southerly 1320 feet to the southeast corner 
     of said northeast quarter of the northwest quarter; thence westerly to the
     point of beginning.



<PAGE> 52
     Parcel 2:  The north 20 acres of Lot 4 and the north half of Lot 5 of 
     fractional Section 36, Township 32 South, Range 23 East, Mount Diablo 
     Meridian, in the unincorporated area of the County of Kern, State of 
     California, according to the official plat thereof.

     It is understood and agreed that the purpose of this assignment is to 
grant to Assignee all rights and interests acquired by Assignor under said 
Conveyance, and Assignee hereby accepts all of such rights and interests 
subject to all of the terms and conditions of said Conveyance.

     It is agreed that the addresses for payment, notification, and 
correspondence provided for in said Conveyance are modified as follows, and 
this modification shall be provided to the Assignor in said Conveyance and 
shall constitute the notice required for a change of address under said 
Conveyance. 

					For Assignor:                     For Assignee:
			____________________            ____________________
			____________________            ____________________
			____________________            ____________________

     The rights, titles and interest herein assigned shall inure to the benefit
of the respective parties, and their legal representatives, successor and 
assigns.

     Executed on the dates shown on the acknowledgments below, but effective
as of  6:59 a.m. local time, July 1, 1996. 

SAN JOAQUIN PRODUCTION COMPANY              EXXON CORPORATION

By:                                         By:

Name:                                       Name:

Title:                                      Title:

Date:                                       Date:



<PAGE> 53
STATE OF TEXAS  
							
COUNTY OF  

    	This instrument was acknowledged before me on _____________, 1996, by 
_________________________________, ___________________________ of
SAN JOAQUIN PRODUCTION COMPANY, a Louisiana corporation, on behalf of said
corporation.


My Commission Expires:                        _________________________
                                 															Notary Public in and for
                                   													the State of Texas


STATE OF 
									
COUNTY OF 

    	This instrument was acknowledged before me on _____________, 1996, by
_________________________________, ___________________________ of
EXXON CORPORATION, a New Jersey Corporation, on behalf of said corporation.


My Commission Expires:                        _________________________
		                                        						Notary Public in and for
                                                the State of Texas


<PAGE> 54
                             EXHIBIT C

              Attached to and made a part of that certain
                   PURCHASE AND SALE AGREEMENT
                            between
                         Exxon CORPORATION
                              and
                      Berry Petroleum Company


             ALTERNATE DISPUTE RESOLUTION AND ARBITRATION


                      I.  NEGOTIATION PHASE

A.      A party (referred to as "plaintiff" on occasion) may 
        initiate negotiation proceedings by delivery of a certified 
        or registered letter to the opposing party, referring to 
        this Exhibit C and describing the dispute ("Claim" or 
        "Claims"), a list of documents, data, and information 
        relied upon in support of its contentions (copies of which 
        must be attached), the terms (if any) of the Agreement 
        and/or Closing or post-Closing documents that are relevant, 
        and a proposed resolution of the dispute.

B.      The opposing party (referred to as "defendant" on occasion) 
        must respond within thirty working days to the address set 
        forth in Article 16, setting out its contentions, a list of 
        documents, data, and information in support of its position 
        (copies of which must be attached), and its response to the 
        proposed resolution, including any counterclaims.  Each 
        party will then have ten working days to amend, alter, or 
        supplement its correspondence with further contentions and 
        further documentation.

        If the opposing party does not respond, the party initiating the 
        negotiation will send a second notice and, after a reasonable time,
        may proceed to submit a written settlement offer as provided in 
        I.D. of this Exhibit.

C.      If the parties are unable to resolve a dispute with correspondence,
        then within twenty working days (or any agreed period) following the
        completion of all supplements, alterations, or amendments, 
        representatives of the parties will meet at least once and attempt to
        negotiate a resolution of all Claims.  Each party may be represented 
        at any meeting by persons of its choice, but at least one 
        representative must be a line manager of the party.  The 
        meeting will occur at a place selected by the parties or, 
        if they cannot agree, in the place Exxon designates.

D.      If a Claim is not resolved within thirty working days (or 
        any agreed period) of the first meeting for informal 
        negotiation, then the plaintiff will, within five working days, 


<PAGE> 55
        submit a final written offer for settling all Claims (including 
        defendant's counterclaims, if any) or a notice that it will not 
        offer to settle the dispute.  Within five working days of its receipt
        of the offer or notice, the defendant must either accept or reject 
        the offer, if any, or submit its own settlement offer as to all Claims 
        (including defendant's counterclaims, if any).  Within five working 
        days of its receipt of the defendant's response, plaintiff must accept
        or reject defendant's offer as to all Claims.  Failure to respond shall
        be deemed a rejection of the outstanding settlement offer.  If the 
        Claims are not settled within five working days of the last settlement 
        offer, either party may submit the Claims to binding arbitration under
        this Exhibit C by notice to the other party within thirty days.

        If neither party submits any remaining Claim to binding arbitration 
        within thirty days, then the Claim may not be submitted to binding 
        arbitration without beginning the Negotiation Phase again.

E.      If the parties have settled any Claim, they will immediately execute 
        settlement agreements and releases.

                        II. BINDING ARBITRATION PHASE

A.      Arbitrators

    	1.      Number of Arbitrators.  Unless the parties otherwise agree, 
             three arbitrators will decide the Claims. 

    	2.      Qualification of Arbitrators.  Each arbitrator will be an attorney
             admitted to practice in Texas or California, actively engaged in 
             the practice of law on behalf of oil and gas producers for not 
             less than ten years before selection and experienced with 
             arbitration proceedings.

             If a Claim involves material factual issues concerning any science
             or engineering, one of the three arbitrators may, however, be a 
             registered professional in Texas or Californian the most relevant
             discipline, actively engaged in his or her profession on behalf of
             oil and gas producers for not less than ten years.

             In addition, each arbitrator will disclose to the parties, before
             selection, the details of his or her previous representation or 
             work for either party and any financial or personal interest in,
             or bias with respect to, either party or SJPC, Formax, the Formax
             Property, or with respect to the result of the arbitration 
             proceeding.

    	3.      Selection of Arbitrators.  Each party may nominate for the other
             party's consideration a candidate for each arbitrator position by
             giving notice to the other party.  A party receiving a nomination
             must accept or reject the nomination in writing.


<PAGE> 56
             If after forty working days after the notice of arbitration, the
             parties have failed to select the arbitrators who must be 
             attorneys, then application will be made to the American 
             Arbitration Association ("AAA") to provide a list of five 
             qualified nominees.  Each party will have five working days after
             receiving the list to strike one nominee.  If two or more 
             nominees remain for any one position after each party makes its 
             strikes, AAA will select the remaining arbitrator from the 
             remaining nominees.

             A similar procedure will be followed for the selection of the 
             technical arbitrator, except that the two arbitrators who are 
             attorneys will propose a list of three nominees for strikes and 
             select the arbitrator from the nominees, if necessary.

             If either party fails to respond to nominations or fails to vote
             on nominations, the opposing party may select the arbitrators and
             proceed with the arbitration proceedings as provided in these 
             Arbitration terms.

             To avoid prejudice toward either party, either a neutral third 
             party will be engaged to contact the nominees regarding 
             availability, qualifications, and fees or  the parties will make 
             all contacts with potential arbitrators jointly.

    	4.      General Duties and Authority of the Arbitrators.  Throughout the
             proceedings, the arbitrators will promptly provide the parties 
             with copies of all documents filed by a party and not provided to 
             the other party or prepared by the arbitrators relating to 
             the proceedings.

             The arbitrators will decide by majority vote all Claims and other 
             issues in dispute, including whether any Claim may be arbitrated, 
             conduct of the arbitration, discovery issues, admissibility of 
             evidence, and interpretation and application of these Arbitration 
             Terms will be decided by majority vote of the arbitrators.

      5.     Proceeding Ex Parte.  The arbitrators have authority and power to
             proceed ex parte if either party fails, after reasonable notice, 
             to strike proposed arbitrators, attend hearings or conferences 
             with the arbitrators, furnish the arbitrators with required 
             papers, information, or briefs, or take any action required by 
             these Arbitration Terms.

     	6.      Resignation.  If an arbitrator becomes unwilling or unable to 
              serve or proceed with the arbitration, a replacement arbitrator 
              will be selected under II.A.3. of this Exhibit; provided, 
              however, nominations must be made within fifteen days of the 
              arbitrator's notice to the parties of his or her resignation or
              the parties' becoming aware of the arbitrator's inability to 
              proceed.

B.     Representation  The parties may be represented by legal counsel or 
       other technical or professional persons.


<PAGE> 57
C.     Pre-hearing Procedures

     1.      Preliminary Hearing.  Unless the parties agree otherwise, a 
             preliminary hearing with the arbitrators will be held within ten
             working days of the selection of the arbitrators, to assist the 
             arbitrators in establishing procedures and setting the hearing 
             date and for other purposes necessary or desirable for the 
             efficient and expedient disposition of the proceedings.

             Unless the parties agree otherwise, the maximum length 
             of the arbitration hearing will be five consecutive and 
             mutually convenient working days.  The arbitrators will 
             select the dates if the parties cannot agree.  The 
             arbitrators will send a notice of the arbitration 
             hearing to each party, stating the procedures to be 
             followed, including the order of testimony.

    	2.      Discovery.  

   		a.      The parties intend that there be a good faith, but 
             limited, exchange of information, but only that 
             information relevant to a disputed issue, without 
             duplicating the costly, time-consuming, and 
             burdensome procedures available in civil litigation.

    	b.      The parties will promptly designate and exchange the 
             names and addresses of all witnesses who may be 
             called at the arbitration hearing; a brief statement 
             of each witness's expected testimony; and lists and 
             copies of exhibits that may be presented at the 
             hearing.  A witness may be designated as a fact 
             witness, an expert witness, or both.

     c.      The parties may depose any persons who may be called 
             to testify at the hearing.

    	d.      Each party may submit to the arbitrators one set of 
             requests for production of relevant documents, one 
             set of interrogatories containing not more than 
             thirty questions (including subparts) soliciting 
             relevant information, and requests for depositions 
             of individuals with relevant information who are not 
             identified by the opposing party as witnesses.  The 
             arbitrators may order  responses if the discovery 
             requests are reasonable in scope.  Each party 
             requesting documents, interrogatories, or 
             depositions of persons who will not testify at the 
             hearing will reimburse the opposing party for the 
             opposing party's reasonable costs to respond to the 
             requests, including, but not limited to, attorneys' 
             fees, reproduction costs, staff time, and travel 
             expenses.  These costs are deemed to be the 
             requesting party's costs under III.D. of this Exhibit.

     e.      The time limit for each deposition is eight hours.  
             The arbitrators may allow additional time if it can 
             be shown that the deposition cannot reasonably be 



<PAGE> 58
             completed within eight hours.  Each deposition will 
             be held at a location convenient for the deponent.
 
     f.      The arbitrators may subpoena persons designated as 
             witnesses, representatives of the parties, and 
             persons with information relevant to the dispute to 
             appear for oral deposition.

     g.      The arbitrators will establish a procedure to 
             resolve discovery disputes and rule on dispositive 
             motions promptly and efficiently.  The procedure may 
             include presenting motions by letter, as opposed to 
             formal pleadings, and resolution by telephone conferences.

     h.      The arbitrators may impose sanctions that they deem 
             appropriate (including, but not limited to, awarding 
             costs and attorneys' fees) for a party's failure to 
             identify witnesses and the substances of their 
             testimonies, to provide copies of exhibits, or to 
             respond timely and in good faith to discovery 
             requests.  The arbitrators may extend any deadline 
             in the interest of fairness if a party fails to 
             comply with the Arbitration Terms.

     3.   Pre-hearing Statements.  At least thirty working days 
          before the hearing, the parties will jointly prepare 
          and file with the arbitrators an agreed pre-hearing 
          statement setting out the disputed issues to be decided 
          by the arbitration, a statement of agreed facts, the 
          identity of witnesses, a list of exhibits that will be 
          used, and copies of the documents concerning the 
          disputed issues that the parties agree should be 
          provided to the arbitrators.

    	4.   Pre-hearing Briefs.  Each party will also submit pre-
          hearing briefs.  Unless the parties agree otherwise, 
          the plaintiff's brief as to all Claims (including 
          defendant's counterclaims) will be due twenty working 
          days before the arbitration hearing; defendant's brief 
          as to all Claims (including defendant's counterclaims) 
          will be due ten working days before the hearing.

D.      Hearing

  1.      Site of Hearing.  The arbitration hearing will be held 
          in Houston, Texas, at a location designated by Exxon, 
          unless the parties agree otherwise.

  2.      Conduct of Hearing.  The hearing will begin on a Monday 
          no later than seventy working days after the 
          preliminary hearing.  The maximum length of the hearing 
          is five consecutive working days.  Each party will have 
          one-half of the scheduled hearing time for its case 
          including direct, redirect, and rebuttal testimony, 
          cross-examination of the opposing parties witnesses, 
          and opening and closing statements, but excluding time 
          attributable to the opposing party's objections during 
          the hearing and questions.  The arbitrators will 
          preside at the hearing and rule on the admission and 
          exclusion of evidence and procedural questions and may 
          exercise all 


<PAGE> 59
          other powers conferred by statute on arbitrators.  The hearing 
          will be conducted as if it were an informal court trial.  The 
          arbitrators may question any witness appearing at the arbitration 
          hearing.  The parties may change these provisions by agreement.

  3.      Attendance of Witnesses and Production of Evidence.

    a.      The arbitrators may subpoena witnesses and require 
            production of documents.

    b.      In addition to presenting evidence at the arbitration 
            hearing through the testimony of qualified witnesses, 
            either party may submit testimony by affidavit as 
            follows.  Testimony offered by affidavit must be 
            submitted to the opposing party and the arbitrators 
            at least thirty working days before the arbitration 
            hearing.  Either the opposing party or any arbitrator 
            may, by written notice at least fifteen working days 
            before the arbitration hearing, request that an 
            individual affiant appear at the arbitration hearing 
            for cross-examination.  If the affiant was not 
            previously identified as a witness, the opposing 
            party will also have a reasonable opportunity to 
            depose the affiant and to require that the affiant 
            appear at the hearing.  If, after notice within five 
            working days of the deposition, the affiant is unable 
            to appear at the hearing, the hearing will be 
            rescheduled.  If an affiant does not appear as 
            requested either for the arbitration hearing or the 
            deposition for whatever reason after timely request 
            by a party, the testimony of the affiant will be 
            disregarded by the arbitrator for all purposes.

            A party may not advance an issue at the arbitration 
            hearing unless the party identified the issue in 
            writing to the opposing party and the arbitrators at 
            least thirty working days before the hearing.  A 
            party may not introduce or advance documentary 
            evidence at the arbitration hearing unless it 
            furnished a copy and identified it as an exhibit to 
            the opposing party as provided in II.C.2.b. of this 
            Exhibit and to the arbitrators at least thirty 
            working days before the hearing.  A party may not 
            call a witness unless the opposing party has had an 
            opportunity to depose the witness and the nature of 
            the testimony was previously disclosed in writing to 
            the opposing party as provided in II.C.2.b. of this 
            Exhibit and to the arbitrators at least thirty 
            working days before the hearing.

    c.      If a witness (or affiant who is required to appear) 
            is unable for good cause to appear at the hearing, 
            the arbitrators may extend or postpone the hearing if 
            reasonably necessary in the interest of fairness.

    d.      All witnesses will give oral testimony at the hearing 
            under oath administered by a court reporter, and all 
            arbitrators must be present when evidence is adduced 
            and admitted.


<PAGE> 60
    4.      Presentation of Evidence.  The arbitrators will be 
            guided by common sense and justice in allowing evidence 
            to be presented.  No federal or state rule relating to 
            the order of proof, the conduct of the hearing, or the 
            presentation and admissibility of evidence will be 
            applicable in the arbitration hearing, except that the 
            arbitrators must recognize and apply the attorney-
            client privilege and the work-product-immunity doctrine 
            during pre-hearing discovery and at the hearing.  Any 
            relevant evidence, including hearsay, may be admitted 
            by the arbitrators if responsible persons would 
            reasonably rely on it in the conduct of serious 
            affairs, regardless of the admissibility of the 
            evidence in a court of law.

   	5.      Completion of Hearing.  The arbitrators will declare 
            the hearing closed after the parties have presented 
            their evidence and made their closing arguments.  The 
            time limit within which the arbitrators are required to 
            make their decision will begin on the date the hearing closes.

            Unless expressly requested by the arbitrators, no briefs or 
            other documents may be submitted by any party after the 
            arbitration hearing concludes.

   	6.      Extension of Time.  The parties acknowledge that they 
            have agreed to this arbitration provision to expedite 
            settlement of their disputes, and the arbitrators are 
            instructed that any extension of time must be 
            reasonable and of the shortest length of time necessary 
            to accommodate the reason for the delay.

E.      Award and Enforcement

   	1.      Time, Bounds, and Form of Decision.  Unless the parties 
            agree otherwise, the arbitrators will decide each Claim 
            and disputed issue within twenty working days after the 
            date the hearing closes, based on applicable law and 
            the testimony, documents, and other materials the 
            parties submit before and during the arbitration 
            hearing.  The decision must be within the bounds set by 
            the contentions of the parties.  The decision must be 
            in writing, including findings of fact and conclusions 
            of law.  Each arbitrator must sign the opinion, and 
            each must indicate whether he or she supports the 
            decision on each Claim and disputed issue.

     2.     Decision of Arbitrators.  The decision of the 
            arbitrators is final and binding on the parties and 
            nonappealable.

     3.     Award.  The arbitrators may award compensatory damages 
            only.  The arbitrators may not award, and the parties 
            specifically waive their rights to, multiple damage 
            awards that may be allowed by statute, punitive or 
            exemplary damages, specific performance, rescission, or 
            any other legal or equitable remedy.

     4.     Enforcement.  Judgment may be entered on the award, and 
            the award may be judicially enforced.  The award is 
            final and binding, and no appeal from the award may be 
            taken on the grounds of error in the application of the 
            law or the findings of 


<PAGE> 61
            fact.  After the arbitrators issue their decision, an aggrieved
            party may request an appropriate court to vacate the decision only
            under the circumstances set out in Section 10 of the U.S. 
            Arbitration Act.

                          III.  GENERAL TERMS

  A.    Extensions of Time.  The parties may modify any time period 
        provided in the Arbitration Terms Agreement.

  B.    Law.  The substantive law (including time bars) applicable 
        to all Claims and disputed issues is the law of the Texas, 
        without regard to the choice of law rules of Texas or any 
        other jurisdiction.  The substantive law applicable to 
        these arbitration provisions is the United States (Federal) 
        Arbitration Act.  The arbitration will be held in 
        accordance with these Arbitration Terms and, for matters 
        not specifically addressed in these Arbitration Terms in 
        accordance with the U.S. (Federal) Arbitration Act, 9 
        U.S.C. code section 1, et seq.   This Agreement, in which these 
        Arbitration Terms are referenced, is a contract involving 
        commerce within the meaning of the United States 
        Arbitration Act, and, accordingly, the arbitrators are 
        vested with all powers and authorities conferred under the 
        Act and under these Arbitration Terms.

  C.    Ex parte Communications.  Except as expressly provided in 
        II.A.5. of this Exhibit, no party may have any ex parte 
        communication with the arbitrators.  For the purposes of 
        these Arbitration Terms, "ex parte communications" means 
        both oral communications without the participation of a 
        representative from the opposing party (or the written 
        consent of the opposing party) and written communications 
        unless a complete copy of the communication is provided to 
        the representative of the opposing party simultaneously 
        with service on the arbitrators.

  D.    Payment of Expenses.  If the arbitrators' award as to all 
        Claims equals or exceeds plaintiff's final settlement offer 
        as to all Claims as provided in I.D. of this Exhibit (or 
        the total amount claimed if plaintiff declined or failed to 
        make a settlement offer), the arbitrators will award the 
        plaintiff an additional sum equal to its reasonable costs.  
        If the arbitrators' award as to all Claims equals or is 
        less than the defendant's settlement offer as to all Claims 
        as provided in I.D. of this Exhibit (or zero if defendant 
        declined or failed to make a settlement offer), the 
        arbitrators will award the defendant a sum equal to its 
        reasonable costs.  If the arbitrators' award for all Claims 
        is greater than the defendant's final settlement offer as 
        to all Claims (or zero if the defendant declined or failed 
        to make a settlement offer), but less than the plaintiff's 
        final settlement offer as to all Claims (or the total 
        amount claimed if the plaintiff declined or failed to make 
        a settlement offer), each party will pay its own costs and 
        its one-half share of the arbitrators' fees and expenses 
        and the other arbitration costs.  "Costs" as used in this 
        III.D. of this Exhibit includes a party's attorneys' fees 
        and expenses, staff time, and expenses, including the 
        party's discovery costs under II.C.2.d. of this Exhibit and 
        the party's one-half share of the arbitrators' fees and 
        expenses and other arbitration costs.



<PAGE> 62
  E.    Stenographic Record.  Subject to III.F. of this Exhibit, 
        either party may hire a court reporter to produce a 
        stenographic record at depositions, the hearing, or other 
        proceedings.  The requesting party must notify the other 
        party of the arrangements in advance and must pay the costs 
        incurred.  If the opposing party wants a copy of the 
        record, that party will be provided a copy upon payment of 
        one-half of the cost of the stenographic record.

  F.    Confidentiality.  All proceedings and all information 
        obtained during discovery or the proceedings, and the 
        settlement agreement, if any, or arbitrators' award will be 
        kept confidential and may not be disclosed or used by 
        either party for a period of seven years from the date of 
        the arbitrators' award, except as provided in these 
        Arbitration Terms and except in connection with an action 
        to enforce or challenge the arbitrators' award, if any, or 
        as may be required by law or court order.

  G.    Time.  In computing any period prescribed or allowed by 
        these Arbitration Terms, the day of the act, event, or 
        default from which the designated period begins to run will 
        not be included.  The last day of the period is included, 
        unless it is a Saturday, Sunday, or legal holiday 
        (including a Texas state holiday), in which event the 
        period runs until the end of the next day that is not a 
        Saturday, Sunday, or legal holiday.  The last day of the 
        period will end for purposes of compliance with this 
        Agreement at 5 p.m. Central Standard Time (or Central 
        Daylight Savings Time when applicable).

  H.    Designated Representatives/Notice.  Whenever these 
        Arbitration Terms provide for notice, exchange of 
        information, or other communications between the parties, 
        notice will be delivered to the representatives designated 
        in Section 11.06 of the Agreement.

       	Notice to or service on any person other than a party's 
        designated representative will not constitute notice or 
        service on a party for purposes of these Arbitration Terms.  
        Written notice to a party may be accomplished by personal 
        service, overnight courier, facsimile, or U.S. mail.  
        Service is accomplished upon receipt at the business office 
        of the designated representative.  Notices, exchanges of 
        information, and other communications must also be 
        delivered to designated counsel, if any, for each party, in 
        the same manner as notice or service is provided a party's 
        designated representative.

  I.    Venue.  An action to enforce or challenge these Arbitration 
        Terms, including an action to confirm or vacate an 
        arbitration award, must be brought in the U.S. federal 
        district court in Houston, Texas.

  J.    Waiver of Rules.  Any party that proceeds under these 
        Arbitration Terms after it knows or should have known that 
        a party or arbitrator has not complied with any provision 
        or requirement of these Arbitration Terms and that fails to 
        file a written objection with the arbitrators within five 
        calendar days after it knows or should have known of that 
        noncompliance will be deemed to have waived its right to object.