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                              CONSENT AND WAIVER

        THIS CONSENT AND WAIVER is entered into this 28th day of March, 1996
between BENTON OIL AND GAS COMPANY OF LOUISIANA (the "Borrower"), BENTON OIL AND
GAS COMPANY ("Parent"), NEW YORK GAS FUND I ("Gas Fund") and CHRISTIANIA BANK
OG KREDITKASSE ("Source Lender").  The parties entered  into a Credit
Agreement dated as of December 27, 1994 (the "Agreement").

        The Parent has entered into an agreement (the "Sale Agreement") with
Shell Offshore, Inc. ("Shell"), to sell substantially all of its United States
oil and gas properties (the "U.S. Properties") for a total purchase price of
$35,400,000, as adjusted.  Such a sale would constitute an Event of Default
under the terms of the Agreement. Concurrent with such sale, the Company will
repay all of the borrowings under the Agreement. In connection therewith, the 
Gas Fund and Source Lender have agreed to waive certain terms of the Agreement 
based on the agreements by the Borrower and Parent contained herein.

        NOW, THEREFORE, the parties agree:

        1.  OFFER OF PREPAYMENT. (A) Pursuant to the terms of the Sale 
Agreement, it is anticipated that the U.S. Properties will be sold on or before
April 30, 1996 (the "Sale Date").  Provided that the sale occurs on or prior to
the Sale Date, the Parent and the Borrower agree that in consideration of this
waiver and consent set forth in Section 2 below, on the Sale Date, the Company
shall prepay the outstanding principal amount due under the Agreement, together
with interest accured to the Sale Date.  If the sale of the U.S. Properties
occurs, failure to pay the principal amount and accured interest on the Sale
Date, plus any breakage costs or other costs associated with the prepayment as
applicable, shall constitue an Event of Default under the terms of the
Agreement.
        
        (B)   Section 2.8 of the Agreement requires that the Company give
Source Lender at least 10 days notice prior to prepayment of the Credit.
Accordingly, the parties agree that the notice requirements of Section 2.8 are
waived to the extent such requirements are inconsistent with the prepayment
terms described above.

        2.  CONSENT AND WAIVER.  Gas Fund and Source Lender, hereby consent
to the sale of substantially all of the Company's U.S. Properties under the
terms of the Sale Agreement.  From and after December 31, 1995, Gas Fund and
Source Lender hereby waive any covenants, any Default or Event of Default 
relating to covenants contained in Section 5.2(d), (h) and (n) of the
Agreement.  The waivers described herein shall lapse and be of no further force
and effect if for any reason the Sale Date shall not occur prior to April 30,
1996.
        
        3.   EXCLUSIVITY.  This Consent and Waiver is not and shall not be
deemed to be a waiver of any other provisions of the Agreement except as
specifically set forth in this Consent and Waiver.  Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to them in the
Agreement.

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        4.   GOVERNING LAW.  THIS CONSENT AND WAIVER IS TO BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED
BY, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY LAWS OR
RULES RELATING TO CONFLICTS OF LAWS THAT WOULD CAUSE THE APPLICATION OF THE 
LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

        5.   COUNTERPARTS.  This Consent and Waiver may be executed
simultaneously in two or more counterparts.  Each of which shall be deemed an
original, and it shall not be necessary in making proof of this Waiver to
produce or account for more than one such counterpart.

        This Waiver is excuted under seal as of the date first above written.

                              BENTON OIL AND GAS COMPANY                  
                              By:_______________________                  
                                      Title:                              
                                                                          
                              BENTON OIL AND GAS COMPANY OF LOUISANA      
                              By:_______________________                  
                                      Title:                              
                                                                          
                              NEW YORK GAS FUND I                         
                                                                          
                              By: Tenneco Ventures Corporation, General Partner

                              By: EnCap Ventures, L.C. its General Partner

                                        By:____________________

                              CHRISTIANA BANK OF KREDITKASSE, NEW YORK BRANCH

                              By:________________________
                                        Title: