Dated Effective as of February 27, 1998
APACHE OVERSEAS, INC.
FX ENERGY, INC.
Pertaining to the Western Carpathian Concession
This Participation Agreement (this "Agreement"), is entered into effective as of February 27, 1998, by and
between FX Energy, Inc., a Nevada corporation ("FXEN), and APACHE Overseas, Inc., a Delaware
A. FXEN, through one or more subsidiaries, is the holder of or the applicant for certain rights to explore for and
exploit natural gas and oil (the "Hydrocarbon Rights") in certain lands in the western Carpathian area of the
Republic of Poland pursuant to mining usufruct agreements.
B. APACHE wishes to acquire an undivided beneficial interest in the Hydrocarbon Rights and FXEN is willing to
transfer such interest to APACHE and to grant operational control of the Hydrocarbon Rights to APACHE, all
on and subject to the terms and conditions set forth herein. APACHE and FXEN intend to accomplish this by
arranging for a wholly owned Polish subsidiary of APACHE to become a partner in the applicable Polish
commercial partnership which currently holds or has applied for the usufructs.
C. The parties have agreed to cooperate fully with each other in order to accomplish their common primary goals
to share the Hydrocarbon Rights and to expedite the exploration and exploitation thereof under the operational
control of APACHE. If and to the extent the applicable law and regulatory structure permit from time to time,
AND SO LONG AS the same can be accomplished without adverse tax or other consequences, the parties will
work together to transfer ownership of the Hydrocarbon Rights into separate and several ownership.
NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by this reference,
and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the parties hereto agree as follows.