THIS AGREEMENT (this "Agreement") is entered into effective as of January 1, 2000, by and between FX
Energy, Inc., a Nevada corporation, and its subsidiaries and affiliates through which it owns interests and carries
out activities in Poland (collectively, "FX Energy"), and Apache Overseas, Inc.. a Delaware corporation, and its
subsidiaries and affiliates through which it owns interests and carries out activities in Poland (collectively,
A. Apache and FX Energy hold certain rights to explore for and exploit natural gas and oil in certain lands in the
Republic of Poland and have been conducting exploration operations in Poland pursuant to various agreements.
Apache and FX Energy jointly hold exploration rights covering approximately 11.5 million acres and options
covering approximately 3.4 million acres controlled by Polski Gornictwo Naftowe i Gazownictwo S.A.
B. The strategic alliance of Apache and FX Energy has historically focused on an extensive exploration program.
To date, Apache and FX Energy have jointly participated in the drilling of six wells, and Apache has covered all
of FX Energy's drilling and completion costs for five of the six wells. Apache and FX Energy also entered into a
Farmin Agreement with POGC with respect to POGC's Lachowice area. The Farmin Agreement was the first
agreement of its kind executed by POGC with foreign entities.
C. The close relationship that Apache and FX Energy have developed together. and with POGC will hopefully
lead to an expanded program in the Republic of Poland that will include the acquisition of producing properties
and the development and enhancement of proven properties within the Republic of Poland. Apache and FX
Energy have been evaluating several opportunities, and, as a result of their analyses, executed a Letter of Intent
with POGC that, among other things, establishes an exclusive negotiation period for a proposed transaction
involving the acquisition of interests in the Koscian, Rensko, Obr