April 22, 1997




Chaparral Resources, Inc.
Attn: Howard Karen, Chairman and CEO
3400 Bissonnet
Houston, Texas 77005

Gentlemen:

     1. Subscription. The undersigned, Victory Ventures, LLC (the "Subscriber"),
intending to be legally  bound,  irrevocably  applies to purchase from Chaparral
Resources, Inc., a corporation organized under the laws of the State of Colorado
(the "Company") (i) 3,076,923  shares of the Company's  Common Stock,  par value
$.10 per share ("Common  Stock"),  for a purchase price of $0.65 per share or in
the aggregate  amount of Two Million Dollars  ($2,000,000)  payable in cash (the
"Cash  Purchase  Price") and (ii) an additional  772,991  shares of Common Stock
(collectively,  the "Shares"), for a purchase price of $0.65 per share or in the
aggregate  amount of Five  Hundred  and Two  Thousand  Four  Hundred  Forty-Four
Dollars  ($502,444)  payable  by  delivery  and  surrender  of that  certain  8%
Convertible  Promissory  Note dated December 6, 1996 in the principal  amount of
$500,000 made by the Company in favor of the Subscriber (the "Promissory  Note")
together  with the right to receive  Two  Thousand  Four  Hundred and Forty Four
Dollars ($2,444) which amount  represents all accrued and unpaid interest on the
Promissory  Note  through  April 22, 1997.  The Shares are being  offered to the
Subscriber  without  registration  under the  Securities Act of 1933, as amended
(the "Securities Act").

     2.  Acceptance.  The  subscription  shall be deemed accepted by the Company
upon receipt by the Company of (i) the Cash  Purchase  Price and the  Promissory
Note (the "Purchase Price") and a duly executed copy of this Agreement. The Cash
Purchase Price is being made by wire transfer payable to the Company.

     3. Warrant. As additional consideration for the execution of this Agreement
by the undersigned,  the Company hereby agrees to grant the Subscriber a warrant
to purchase up to  4,615,385  additional  shares of Common  Stock at an exercise
price of $.65 per share, exercisable at any time and from time to time not later
than December 31, 1997.


<PAGE>

     4. Delivery of Certificate for Shares. As soon as practicable after receipt
of the Purchase Price,  the Company will deliver to the Subscriber a certificate
or certificates representing the Shares subscribed for hereby, registered in the
name of the Subscriber.

     5.  Representations  Warranties  and Covenants of  Subscriber.  In order to
induce the Company to sell the Shares to the Subscriber,  the Subscriber  hereby
represents, warrants and covenants to the Company as follows:

     (a) The Subscriber is acquiring the Shares solely for  investment  purposes
only and not with a view to resale or distribution, or for the account, in whole
or in part,  of others.  No other  person has or will have a direct or  indirect
beneficial interest in the Shares.

     (b) The Subscriber  recognizes the restrictions on the  transferability  of
the Shares and the Subscriber is able to bear the  substantial  economic risk of
an investment  therein,  including a complete  loss  thereof,  for an indefinite
period of time.

     (c) The  Subscriber  understands  that the sale of the Shares  hereunder is
intended to be exempt from  registration  under the Securities Act, by virtue of
Section  4(2)  thereof  (and the rules  and  regulations  promulgated  under the
Securities Act) and applicable  state  securities  laws. The Subscriber will not
sell or otherwise  transfer any or all of the Shares without  registration under
the Securities Act or an exemption therefrom.

     (d) The  Subscriber  acknowledges  that  the  certificate  or  certificates
representing  the Shares  shall bear a legend  restricting  the  transfer of the
Shares.

     (e) The Subscriber further represents and warrants that in order to make an
informed decision in connection with the purchase of the Shares:

               (i) the  Subscriber  has  reviewed  the  merits  and  risks of an
          investment in the Shares; and

               (ii) the Subscriber  recognizes  that an investment in the Shares
          involves  a number  of  significant  risks;  the  Subscriber  has such
          knowledge and  experience  in financial and business  matters as to be
          capable of  evaluating  the merits and risks of an  investment  in the
          Shares.

     (f) The  Subscriber  represents  and  warrants  that  it is an  "accredited
investor" as that term is defined in Rule 501  promulgated  under the Securities
Act.


                                        2

<PAGE>



     (g) The Subscriber is not subscribing to purchase the Shares as a result of
or  subsequent  to any  advertisement,  article,  notice or other  communication
published  in any  newspaper,  magazine  or  similar  media  or  broadcast  over
television or radio, or presented at any seminar or meeting, or any solicitation
of a  subscription  by a  person  not  previously  known  to the  Subscriber  in
connection with investments in securities generally.

     (h) The  Subscriber  understands  that all  documents,  records  and  books
pertaining to this  investment  have been made  available for  inspection by the
undersigned,  the undersigned's  attorney and/or accountant  including,  but not
limited to, the  Company's  Annual Report on Form 10-K for the fiscal year ended
November 30, 1996.

     (i) The Subscriber has had a reasonable opportunity to ask questions of and
receive  answers  from a person or  persons  acting  on  behalf  of the  Company
concerning the Company and the offering of the securities  contemplated  hereby,
and all such  questions  have  been  answered  to the full  satisfaction  of the
undersigned.

     6.  Representations  and  Warranties  of the  Company.  The Company  hereby
represents and warrants to the Subscriber that the Company is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Colorado  and has all  corporate  power  and  authority  to own  and  lease  its
properties  and to conduct its  business  as  presently  conducted.  The Company
further  represents  and  warrants to the  Subscriber  that the  issuance of the
Shares has been duly  authorized  and,  upon the  issuance  thereof  and payment
therefor in the manner provided herein, will be duly authorized, validly issued,
fully-paid and non-assessable.

     7. Registration Rights.

     (a) Definitions.  For purposes of this Section 7, the following terms shall
have the respective meanings set forth below:

          (i) "Commission" shall mean the Securities and Exchange  Commission or
any other Federal agency at the time administering the Act.

          (ii) The term "holder or holders of Registrable  Stock" shall mean any
holder of any Shares issued pursuant to this Agreement, including any transferee
of any Subscriber.

          (iii) The terms "register," "registered" and "registration" refer to a
registration  effected  by  preparing  and filing a  registration  statement  or
similar  document in compliance  with the Securities Act, and the declaration or
ordering of  effectiveness  of such  registration  statement  or document by the
Commission.

          (iv) The term "Registrable Stock" means (a) the Shares issued pursuant
to this Agreement;  provided,  however,  that shares of Registrable  Stock shall
cease to be Registrable

                                        3

<PAGE>



Stock if they are sold or transferred  pursuant to a registered  public offering
or other  transaction  which does not  result in  restrictions  on resale  being
imposed  on the  transfer  by virtue of Federal or state  securities  laws;  and
provided further that Registrable  Stock shall cease to be Registrable  Stock if
the holder could sell or transfer all such Shares held by him in one transaction
pursuant to Rule 144 promulgated under the Securities Act.

     (b) Demand Registration.

          (i) Upon the  written  request of any  holder or holders  ("Initiating
Holders")  of at least 30% of the shares of  Registrable  Stock,  which  request
shall state the intended  method of disposition by such  Initiating  Holders and
shall  request that the Company  effect the  registration  of all or part of the
Registrable  Stock under the  Securities  Act, the Company  shall  promptly give
written notice of such requested  registration to all other holders,  if any, of
Registrable  Stock.  If, after the  expiration of thirty days from the giving of
such notice to the holders of Registrable Stock, the Company shall have received
written  requests to register at least 50% of the shares of  Registrable  Stock,
which requests shall state the intended method of disposition of such securities
by such  holders,  the Company shall use all  reasonable  efforts to prepare and
file with the  Commission a  registration  statement  and such other  documents,
including a prospectus, as may be necessary to permit a public offering and sale
of such Registrable Stock in the United States in compliance with the provisions
of the Securities  Act, all to the extent required to permit the disposition (in
accordance with the intended methods thereof as aforesaid) by the holders of the
Registrable  Stock so to be registered (the  "Participating  Holders").  If such
sale of Registrable  Stock is to be pursuant to an  underwritten  offering,  the
underwriter shall be selected by the Initiating  Holders and shall be reasonably
acceptable  to the Company.  If the  underwriter  selected  determines  that the
number of shares so to be  included  is  required  to be  limited  due to market
conditions  or otherwise,  the holders of  Registrable  Stock  proposing to sell
their shares in such underwritten  registration  shall share pro rata (according
to the  number of shares  requested  to be  registered)  in the number of shares
being  underwritten (as determined by such underwriter) and registered for their
account. The Company shall only be required to effect two registrations pursuant
to this Section 7(b).

          (ii) The  Company  shall not be  required  to effect any  registration
under this Section 7(b) within nine months  after the  completion  of any public
offering of its securities  pursuant to which the holders of  Registrable  Stock
were afforded the right to register as many shares of their Registrable Stock as
requested nor within six months after any other public offering by the Company.

          (iii) The Company shall have the right to include in any  registration
statement or post-effective  amendment filed pursuant to this Section 7(b) other
securities of the Company then proposed to be  distributed,  except that, to the
extent consistent with the rights of other holders of the Company's  securities,
if and to the extent that the underwriter or underwriters acting with respect of
such public  offering  reasonably  determine  that the  inclusion  of such other
securities  may  substantially  prejudice or hinder the offering of  Registrable
Stock,

                                        4

<PAGE>



the number of such other  securities shall be reduced or eliminated prior to any
reduction in the number of shares of Registrable Stock so to be registered.

          (iv) If the  registration  under this  paragraph  (b) is effected on a
Form  S-3  (or any  successor  form  thereto),  and  the  effectiveness  of such
registration  statement can be maintained without significant additional expense
to the Company,  then the Company agrees to maintain the  effectiveness  of such
registration  statement  for a period of one year  after its  initial  effective
date.

     (c) Incidental Registration.

          (i) If the  Company at any time or from time to time  proposes to file
with the  Commission a  registration  statement  under the  Securities  Act with
respect to any  proposed  distribution  of any of its  securities  (other than a
registration  to be effected on Form S-4, S-8 or other similar  limited  purpose
form),  whether  for sale for its own  account  or for the  account of any other
person  holding  registration  rights  with  respect  to the  securities  of the
Company,  then the Company shall give written notice of such proposed  filing to
the  holders  of  Registrable  Stock  at  least  thirty  (30)  days  before  the
anticipated  filing date,  and such notice shall describe in detail the proposed
registration and distribution  (including those jurisdictions where registration
or  qualification  under the  securities or blue sky laws is intended) and shall
offer the holders of Registrable  Stock the  opportunity to register such number
of shares of Registrable  Stock as the holders of Registrable Stock may request.
Upon receipt by the Company by the anticipated  filing date of written  requests
from Participating  Holders for the Company to register their Registrable Stock,
the Company shall permit, or in the event of an underwritten offering, shall use
its best  efforts to cause the  managing  underwriter  or  underwriters  of such
proposed  underwritten  offering to permit, the Participating Holders to include
such securities in such offering on the same terms and conditions as any similar
securities of the Company included therein;  provided,  however,  that if in the
opinion of the  managing  underwriter  or  underwriters  of such  offering,  the
inclusion of the total amount or kind of securities which it or the Company, and
any  other  persons  or  entities,  intend to  include  in such  offering  would
interfere,  hinder,  delay,  reduce or prevent the  effectiveness or sale of the
Company's shares of Common Stock proposed to be so registered or would otherwise
adversely  affect  the  success  of such  offering,  then the  amount or kind of
securities  to be offered  for the  accounts  of the  Company and each holder of
Common Stock  (including  without  limitation  Registrable  Stock) or securities
convertible  into or  exercisable  for Common  Stock  proposed to be  registered
(other than any persons exercising demand registration  rights) shall be reduced
(or eliminated) in proportion to their respective values to the extent necessary
to reduce the total  amount of  securities  to be included  in such  offering on
behalf of such holders of securities to the amount  recommended by such managing
underwriter.  For purposes of this Section,  "value" shall mean principal amount
with respect to debt  securities and the proposed  offering price per share with
respect to equity  securities.  Notwithstanding  the foregoing,  if, at any time
after giving written  notice of its intention to register  Common Stock or other
securities  convertible  into or  exercisable  for Common Stock and prior to the
effectiveness of

                                        5

<PAGE>



the  registration  statement  filed in connection  with such  registration,  the
Company  determines for any reason either not to effect such  registration or to
delay such  registration,  the  Company  may,  at its  election,  by delivery of
written notice to the Participating  Holders, (i) in the case of a determination
not to effect  registration,  relieve itself of its  obligations to register any
Registrable Stock in connection with such  registration,  or (ii) in the case of
determination  to  delay  the  registration,  delay  the  registration  of  such
Registrable  Stock for the same period as the delay in the  registration of such
other shares of Common Stock or other securities convertible into or exercisable
for Common Stock.

          (ii)  Exception.  The Company  shall not be required to include any of
the Registrable Stock of a Participating Holder in any registration statement or
post-effective  amendment prepared at its own instance unless such Participating
Holder shall furnish such information and sign such documents as may be required
by the  Commission  or reasonably  requested by the Company in  accordance  with
generally accepted practices, in connection with such proposed distribution.

     (d)  Covenants of the Company with Respect to  Registration.  In connection
with any registration  under this Section 7, the Company shall, as expeditiously
as is reasonably possible:

          (i) Prepare and file with the Commission a registration statement with
respect to such  Participating  Holders  and,  subject to the last  sentence  of
Section  7(c)(i)  hereof,  use its  best  efforts  to  cause  such  registration
statement to become effective.

          (ii)  Prepare  and  file  with  the  Commission  such  amendments  and
supplements to such  registration  statement and  prospectus  used in connection
with  such  registration  statement  as may be  necessary  to  comply  with  the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
securities covered by such registration statement.

          (iii) Furnish to the Participating Holders such numbers of copies of a
prospectus,  including, if applicable,  a preliminary prospectus,  in conformity
with the  requirements  of the Securities  Act, and such other  documents as the
selling   shareholders  may  reasonably  request  in  order  to  facilitate  the
disposition of Registrable Stock owned by the Participating Holders.

          (iv) Use its best  efforts to  register  and  qualify  the  securities
covered by such  registration  statement under such other securities or blue sky
laws of such  jurisdictions  within  the  United  States as shall be  reasonably
requested by the  Participating  Holders;  provided,  however,  that the Company
shall not be  required in  connection  therewith  or as a  condition  thereto to
qualify to do business or to file a general consent to service of process in any
such states or jurisdictions.

          (v) In the event of any underwritten  public offering,  enter into and
perform its obligations under an underwriting  agreement, in usual and customary


                                        6

<PAGE>



form, with the managing underwriter of such offering.  The Participating Holders
shall also enter into and perform their obligations under such an agreement.

          (vi) Notify the Participating  Holders,  at any time when a prospectus
relating to Registrable Stock covered by such registration statement is required
to be delivered  under the  Securities  Act, of the  happening of any event as a
result of which the prospectus included in such registration  statement, as then
in effect,  includes an untrue  statement of a material fact or omits to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing.

          (vii) Furnish to the Participating Holders, on the date that shares of
Registrable  Stock are delivered to the underwriters for sale in connection with
a registration  pursuant to this Section 7, if such securities are being sold by
underwriters,  or, on the date that the  registration  statement with respect to
such  securities  becomes  effective,  (i) an opinion as to matters of law only,
dated such date,  of counsel  representing  the Company for the purposes of such
registration,  in form and substance as is customarily  given to underwriters in
an underwritten public offering,  addressed to the underwriters,  if any, and to
Participating  Holders and (ii) a letter dated such date,  from the  independent
certified  public  accountants  of the  Company,  in form  and  substance  as is
customarily given by independent certified public accountants to underwriters in
an  underwritten  public  offering,  addressed to the  underwriters.  and to the
Participating Holders.

     (e) The Company shall pay all costs,  fees and expenses in connection  with
all  registration  statements  filed  under this  Section 7  including,  without
limitation,  the Company's legal and accounting fees, printing expenses and blue
sky fees and  expenses,  but not  including the fees and expenses of counsel for
the Participating  Holders in connection with such  registration.  However,  the
Company  shall not pay for  underwriting  discounts and  commissions  and under-
writers'  expenses  allocable to the Registrable Stock being registered or state
transfer taxes.

     (f) Indemnification.

          (i) The Company shall indemnify each  Participating  Holder under this
Agreement,  its officers and directors and any person  controlling it within the
meaning of Section 15 of the  Securities  Act or Section 20(a) of the Securities
Exchange Act of 1934, as amended,  against any loss, claim,  damage,  expense or
liability  (including  without  limitation all expenses  reasonably  incurred in
investigating,  preparing,  or  defending  against  any claim  whatsoever,  such
expenses to be  reimbursed  by the Company as they are incurred) to which it may
become subject under the Securities Act, the Exchange Act or otherwise,  arising
out of or based upon (i) any untrue  statement or alleged untrue  statement of a
material  fact  contained in any  registration  statement or  prospectus  or any
amendments or supplements  thereto in which  Registrable Stock is included or in
any  application,  statement  or other  document  filed by the Company  with the
Commission or any securities  exchange or in any jurisdiction in connection with
qualifying such shares under the securities laws thereof, or (ii)

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<PAGE>



the omission or alleged  omission  therefrom of a material  fact  required to be
stated  therein or  necessary  to make the  statements  therein not  misleading,
unless such  statement  or omission is made in reliance  upon and in  conformity
with  written  information  furnished  to the  Company  by or on  behalf of such
Participating   Holder  or  an  underwriter   expressly  for  use  in  any  such
registration statement or other document.

          (ii)  Each  Participating   Holder  shall,  as  a  condition  to  such
registration of Registrable Stock, agree to indemnify the Company,  its officers
and  directors  and any person  controlling  the  Company  within the meaning of
Section 15 of the Securities  Act or Section 20(a) of the Exchange Act,  against
any loss, claim,  damage or expense or liability  (including  without limitation
all  expenses  reasonably  incurred in  investigating,  preparing  or  defending
against any claim whatsoever,  such expenses to be reimbursed by the undersigned
as they are incurred) to which they may become subject under the Securities Act,
the  Exchange  Act or  otherwise,  arising  out of or based  upon (i) any untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
registration statement or prospectus or any amendments or supplements thereto in
which  Registrable  Stock is included or in any application,  statement or other
document filed by the Company with the Commission or any securities  exchange or
in any  jurisdiction  in  connection  with  qualifying  such  shares  under  the
securities laws thereof, or (ii) the omission or alleged omission therefrom of a
material fact required to be stated  therein or necessary to make the statements
therein not misleading, provided in each case that such statement or omission is
made in reliance upon and in conformity  with written  information  furnished to
the Company by or on behalf of such  Participating  Holder  expressly for use in
any such registration statement or other document.

          (iii)  Promptly  upon  receipt  by a  party  claiming  indemnification
hereunder of notice of the commencement of any action involving a claim referred
to above,  such  indemnified  party will, if a claim in respect thereof is to be
made  against a party which may be required to indemnify  such party  hereunder,
give written notice to the latter of the  commencement  of such action.  In case
any such action is brought against an indemnified  party, the indemnifying party
shall be entitled to participate in and to assume the defense of such action, to
the  extent  that it may wish,  with  counsel  reasonably  satisfactory  to such
indemnified  party.  Except as set forth herein,  the indemnified  party and any
party  cooperating  in the defense of such claim shall not settle or  compromise
any such claim or admit  liability  without the express  written  consent of the
indemnifying party. The indemnified party shall have the right to be represented
by an advisory counsel and accountants,  at its own expense, and the indemnified
party shall be kept fully  informed of such action,  suit or  proceeding  at all
stages thereof whether or not the indemnified  party is so represented.  After a
period of thirty days  following  the date the written  notice of such claim was
given to the indemnifying  party the indemnified party may settle any such claim
(and the  amount of any such  settlement  shall be  subject  to  indemnification
hereunder)  unless within such thirty-day  period the  indemnifying  party shall
have provided the indemnified  party with notice and evidence to the indemnified
party's  satisfaction that the indemnifying party reasonably disputes such claim
and has the financial ability to meet its indemnification obligations hereunder.


                                        8

<PAGE>



Notwithstanding the foregoing, the indemnified party may immediately cause to be
paid or discharged  any asserted  claim the  non-payment  of which would have an
immediate  substantial  adverse  impact on the  indemnified  party and any claim
which the  indemnifying  party has not disputed  within thirty days of notice as
provided above.

          (iv)  If the  indemnification  provided  for in this  Section  7(f) is
unavailable or  insufficient  to hold harmless an  indemnified  party under such
subsection in respect of any losses, claims, damages or liabilities or action in
respect thereof or referred to therein,  then each  indemnifying  party shall in
lieu of indemnifying  such  indemnified  party  contribute to the amount paid or
payable by such indemnified party as a result of such losses,  claims,  damages,
liabilities  or actions in such  proportion  as is  appropriate  to reflect  the
relative fault of the Company, on the one hand, and the Participating Holder, on
the other, in connection with the statements or omissions which resulted in such
losses,  claims,  damages,  liabilities or actions as well as any other relevant
equitable  considerations,  including  the  failure to give the notice  required
under such subsections.  The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact  relates to  information  supplied by the  Company on the one hand,  or the
Participating  Holders,  on the other hand,  and the parties'  relative  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or omission.  The Company and the  Participating  Holder agree that it
would  not be just  and  equitable  if  contribution  pursuant  to this  Section
7(f)(iv)  were  determined  by pro rata  allocation  or by any  other  method of
allocation which did not take account of the equitable  considerations  referred
to above in this subsection.  No person guilty of fraudulent  misrepresentations
(within the meaning of Section 11(f) of the Securities  Act),  shall be entitled
to  contribution   from  any  person  who  is  not  guilty  of  such  fraudulent
misrepresentations.

          (v) The obligations of the Company and the Participating  Holder under
this Section 7(f) shall survive the  completion  of any offering of  Registrable
Stock in a registration statement under this Section 7.

          (vi) The rights of  indemnification  contained in this Section 7 shall
not be deemed to be the exclusive  remedy of the parties  hereto and such rights
shall be in addition to any other rights or remedies  which any party hereto may
have at law or equity.

     (g)  Assignment  of  Registration  Rights.  The  undersigned's  rights  and
obligations set forth in this Section 7 shall  automatically  be deemed assigned
to any  transferee  or  assignee  of shares of Common  Stock  issued  hereunder,
provided that  immediately  following  such transfer the further  disposition of
such securities by the transferee or assignee is restricted under the Securities
Act; provided however,  that, the termination of registration  rights in respect
of any shares of  Registrable  Stock by reason of the  operation of Section 7(a)
shall be binding upon any  transferee  of such  shares.  Upon the request of any
such  holder,  the Company  will  confirm in writing to any  transferee  of such
holder's  Registrable Stock the Company's  continuing  obligation to afford such
transferee the benefits of the Company's

                                        9

<PAGE>


agreements contained in this Section 7, but no failure of the Company to confirm
such  obligations  shall in any way impair such  transferee's  rights under this
Section 7.

     (h) Effect of Private Placement.  Notwithstanding  anything to the contrary
contained  in this  Section 7, if,  prior to  December  31,  1997,  the  Company
completes a private offering of equity  securities in which the Company realizes
gross proceeds of at least of $1 million and in which one or more  purchasers of
such  securities  are  granted  more  favorable  registration  rights than those
granted herein, the registration  rights granted to holders of Registrable Stock
hereunder  shall  be  modified  to be  equivalent  in all  respects  to the most
favorable  registration  rights  granted  in such  private  offering;  provided,
however,  that the  provisions of Section 6(f) hereof shall not be modified as a
result of such private offering.

     7.  Governing  Law. This Agreement has been made in, and shall be construed
in accordance  with,  the laws of the State of New York  applicable to contracts
made and to be fully performed therein.

     8. Entire Agreement.  This Agreement contains the entire  understanding and
agreement  of  the  parties  with  respect  to the  subject  matter  hereof  and
supersedes all  negotiations,  representations  and other agreements made by and
between such parties with respect hereto.


                                    VICTORY VENTURES LLC



                                    By:/s/
                                       -----------------------------------------
                                       Name:
                                       Title:


Agreed to and accepted 
this 23th day of April, 1997.
     ----


By:/s/Howard Karren
   --------------------------------
   Name:  Howard Karren
   Title:  Chairman & CEO

                                       10