AGREEMENT
                  on Cooperation in Exploration of Hydrocarbons
                            on Foresudetic Monocline

This Agreement on Cooperation  in  Exploration  of  Hydrocarbons  on Foresudetic
Monocline  (this  "Agreement")  is made  this  11th  day of  April,  2000 by and
between:

Polskie  Gornictwo  Naftowe i  Gaxownictwo  S.A with its seat in Warsaw,  at ul.
Krucza 6/14,  00-537 Wasaw  ("POGC"),  represented  by its attorney in fact, Mr.
Marek Hoffmann, Director of Geological Bureau GEONAFTA;

FX Energy  Poland Sp. z o.o.  with its seat in Warsaw,  at al. Jana Pawia II 29,
00-867 Warsaw ("FX"),  represented by Mr. J. Maciolek,  member of the Management
Board; and

Hereinafter referred to jointly as "Parties."

WHEREAS:

On  February  22,  2000,  POGC  presented  to FX  Energy  Inc.  an  offer to for
cooperation in exploration of hydrocarbons on Foresudetic  Monocline ("Project")
and  on  March  20,  2000,  POGC  and  FX  Energy  Inc.  signed  Declaration  of
Participation in respect of the Project.

The area  covered by the Project is subject to mining  usufruct  agreements  and
concessions for exploration of hydrocarbons granted to POGC.

POGC  estimates  at  16,000,000  (sixteen  million) US dollars the value of work
performed  so far on  Project  Area  which  identified  interesting  exploration
targets.

The Parties wish specify its mutual obligations with respect to the Project.

THE PARTIES REACHED THE FOLLOWING AGREEMENT:

1.   Beginning  from the effective  date hereof the Parties  shall  cooperate in
     exploration of areas located  south-east of Poznan ("Project Area"),  whose
     coordinates are shown in a table and on a map constituting Attachment 1 and
     Attachment 2 hereto, but excluding areas of POGC's hydrocarbon exploitation
     concessions specified in Attachment 3 hereto.

2.   The Parties shall negotiate and sign Joint Operating Agreement covering the
     entire Project Area,  regulating,  among other things,  the rules for joint
     decision-making  and conducting  operations in respect of the Project.  The
     Joint  Operating  Agreement  shall be based on the principle that voting as
     well as all other  rights and  liabilities  in respect of the  Project  are
     divided  according  to the  following  proportion:  POGC - 51%  (fifty  one
     percent), FX - 49% (forty nine percent).

3.   FX shall cover costs of  performing  exploration  work,  including  but not
     limited to  drilling  and  completing  of wells  and/or  acquisition  of 3D
     seismic,  up to the  amount  being an  equivalent  of  16,000,000  (sixteen
     million) US dollars.  After this  amount has been spent and  invested,  any
     further  expenditures  hereunder  shall be  covered  by the  Parties in the
     proportions specified in Section 2 above. For the avoidance of doubt, it is

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     resolved  that the costs of borne so far on Kleka 11 well by POGC  pursuant
     to the budget of this well shall be  reimbursed by FX and shall be included
     in the aforementioned amount of 16,000,000 US dollars.

4.   If a  commercial  discovery of  hydrocarbons  is made,  the Parties  shall,
     subject to approval of the  Supervisory  Board of POGC and the  Minister of
     the State Treasury,  create, as soon as possible, a new business entity and
     shall  cause  that  it  applies  for  a  concession  for   exploitation  of
     hydrocarbons.  The Parties' interest in the assets of this new entity shall
     be in accordance with the proportions specified in Section 2 above.

5.   Assignment  of rights  hereunder by FX shall  require a written  consent of
     POGC.

6.   Any disputes  among the Parties  arising in connection  with this Agreement
     shall be resolved amicably. In case a friendly resolution cannot be reached
     the Parties  undertake to settle such dispute before the Arbitration  Court
     at the Polish Chamber of Commerce in accordance  with its rules.  Decisions
     of the Arbitration Court shall be final and binding upon the Parties.

7.   This  Agreement has been made in two identical  copies in Polish and two in
     English, Polish version prevailing for the interpretation hereof.

8.   This Agreement is effective as of the date of its execution.

Accepted and agreed to by the Parties on the 11th day of April, 2000.

Polish Oil and Gas Company

/s/ Marek Hoffman
--------------------------------
Marek Hoffman, attorney-in-fact

FX Energy Poland Sp. z o.o.

/s/ Jerzy Maciolek
------------------------------
member of the Management Board

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