CREDIT SUPPORT AND PLEDGE AGREEMENT

     Agreement  entered into as of the 2nd day of July,  1998  between  Whittier
Ventures, LLC, a Delaware Limited Liability Company ("Whittier"),  and Chaparral
Resources, Inc, a Colorado corporation ("CRI").

     WHEREAS,  Whittier  has agreed to assist CRI in securing  approximately  $1
million in financing (the "Bank Loan") from Chase Bank of Texas, N.A.  ("Chase")
in order to enable CRI to pay for the  winterization  and certain  supplies  and
equipment  for a Cabot 900 drilling rig (the drilling rig together with drilling
and other equipment is hereinafter  referred to as the "Drilling Unit" owned and
operated by Challenger Oil Service PLC ("Challenged"); and

     WHEREAS,  Challenger  has entered into a drilling  contract  dated April 7,
1998 (the "Drilling  Contract") with Karakuduk Munay, Inc. ("KKM") a joint stock
company  organized under the laws of the Republic of Kazakstan  whereby CRI will
use the Drilling  Unit to drill certain wells for KKM in the Karakuduk Oil Field
in Kazakstan; and

     WHEREAS,  CRI owns all of the issued and outstanding shares of Central Asia
Petroleum  (Guernsey) Ltd.  ("CAP-G"),  which in turn owns a fifty percent (50%)
interest in KKM; and

     WHEREAS,  Whittier  agrees to  secure  from the  Union  Bank of  California
("UBOC")  an  irrevocable  letter  of credit in the  amount of $1  million  (the
"Letter of Credit") on behalf of CRI as a credit enhancement for the Bank Loan.

NOW THEREFORE, the parties hereto hereby agree as follows:

1. Issuance of Letter of Credit and Grant of Security Interest
   -----------------------------------------------------------

1.1  Whittier  agrees to cause  UBOC to issue  the  Letter of Credit in favor of
Chase.

1.2 As security for its obligations to Whittier  hereunder,  CRI hereby pledges,
transfers  and assigns to Whittier a security  interest in the all of the issued
and outstanding shares of CAP-G (the "Shares").  In lieu of physical delivery of
the certificates representing the Shares, Whittier will accept a letter from the
custodian  of said  certificates  that said  custodian  will act as the agent of
Whittier  with respect to such Shares (the  "Letter");  provided  that  Whittier
expressly  retains the right to require the custodian to physically  deliver the
certificates  to Whittier at any time.  On or before  July 17,  1998,  CRI shall
deliver to Whittier (1) the  original  Letter  executed by the  custodian of the
Shares and (2)  original  stock powers for the Shares to be held by Whittier for
disposition in accordance with the terms of this Agreement.

1.3 Upon release of the Letter of Credit,  Whittier  agrees to promptly  release
its security  interest in the Shares,  to return to CRI the related stock powers
and,  at CRI's sole cost and  expense,  to take all action and give all  notices
reasonably requested by CRI to effectuate such release.

2. Agreements of CRI and Rights of Whittier
   ----------------------------------------

2.1 If a Default shall exist, CRI irrevocably  authorizes and appoints Whittier,
while such Default exists, as CRI's  attorney-in-fact to do any act which CRI is
obligated  to do under this  Agreement,  or which is  necessary to carry out the

<PAGE>



intent of this  Agreement.  As the  attorney-in-fact,  Whittier may, among other
things,  execute any and all documents,  agreements and or instruments necessary
to carry out the  provisions  and  terms of this  Agreement,  including  but not
limited to any documents,  agreements and/or instruments required to be filed or
recorded with any governmental  body or agency.  CRI understands and agrees that
this  authorization and appointment of Whittier is to enable Whittier to protect
and preserve its rights under this Agreement.  CRI agrees to reimburse  Whittier
for  (all  reasonable   expenses  which  it  may  incur  when  acting  as  CRI's
attorney-in-fact. Whittier agrees to notify CRI of all actions taken by Whittier
in  its   capacity   as  CRI's   attorney-in-fact,   including   copies  of  all
correspondence,  documents,  notices and agreements  entered into or executed by
Whittier in such capacity and summaries of any actions taken by Whittier in such
capacity which are not reduced to writing.

2.2  Whittier  may,  in its own name,  or in the name of CRI vote the Shares and
give consents, waivers and ratifications in connection with the Shares, provided
that until the occurrence of a Default (as hereinafter  defined),  Whittier will
only take that action if  requested by CRI, or if, in its  judgment,  failure to
take that action  would  impair its rights  under this  Agreement.  If a Default
shall exist, Whittier may vote and exercise, or cause its nominee or nominees to
vote and exercise,  all the powers of an owner with respect to the Shares. In so
voting and exercising  the power of an owner,  Whittier shall not be required to
amend any meeting of the stockholders of CAP-G, but Whittier( may vote or act by
power of  attorney  or by  proxy,  and such  power of  attorney  or proxy may be
granted  to any  person  selected  by  Whittier;  and  Whittier  may so vote and
exercise  the power of an  owner,with  respect to the Shares for any  purpose or
purposes  which  Whittier,  in its  discretion,  shall deem advisable and in its
interest,  whether or not such purpose or purposes may be inconsistent  with the
"best  interests"  of CRI and whether or not such action may involve a change in
the character of the Shares.

2.3  Whittier  may,  in its own  name,  or in the  name of CRI (l)  receive  all
payments,  distributions and dividends in securities, property or cash made with
respect to the Shares  and,  at the  discretion  of  Whittier,  held by it until
applied as provided in this  Agreement;  provided that until the occurrence of a
Default, any cash dividends received with respect to the Shares shall be paid to
CRI;  (ii)  modify  the  terms of the  Letter of Credit  without  incurring  any
responsibility  to, or  affecting  the  liability  of CRI;  and  (iii)  make any
notification  (to KKM or otherwise) or take any other action in connection  with
the perfection or preservation of its security interest or of any enforcement of
remedies;  provided that until the  occurrence  of a Default  Whittier will only
take that action if  requested  by CRI, or if in its  judgment,  failure to take
that action would impair its rights under this Agreement.

2.4 Except for the pledge of the Shares to Whittier set forth  herein,  CRI will
not sell,  assign, or otherwise dispose of, grant any option with respect to, or
pledge, or otherwise further encumber (either  voluntarily or involuntarily) all
or any of the  Shares,  or file or  permit  to be filed  any  financing  or like
statement  with respect to the Shares in which Whittier is not named as the sole
secured party. CRI agrees, at its sole cost and expenses, to do all other things
which  Whittier may, from time to time,  deem necessary or advisable in order to
perfect and preserve  its security  interest in the Shares and to give effect to
the rights  granted to Whittier  under this  Agreement or to enable  Whittier to
comply with any  applicable  laws or  regulations  in any country,  state or any
political subdivision thereof.

<PAGE>


2.5 CRI will defend its title to the  Shares,  and to the  security  interest of
Whittier therein,  against any and all claims and demands of third parties.  CRI
shall  indemnify  and hold  Whittier  harmless  from any and all losses,  costs,
damages,  liabilities or expenses,  including  reasonable  attorney's fees, that
Whittier may sustain or incur by reason of defending  or  protecting  Whittier's
security  interest  in and to the  Shares  or the  priority  thereof,  or in the
prosecution or defense of any action or proceeding concerning any matter arising
out of or connected with this Agreement or the Shares.

3. Representations and Warranties of CRI

CRI represents and warrants as follows:

3.1 The Shares are the only issued and outstanding shares of CAP-G. CRI has good
and marketable title to the Shares and has not through any action or omission on
its part  subjected the Shares to any mortgage,  pledge,  lien,  encumbrance  or
charge,  and no other  person or entity  has or  hereafter  will have any right,
title,  interest,  claim or lien in or to the  Shares by reason of any action or
omission  of CRI or anyone  claiming  by,  through  or under CRI  except for the
security interest in favor of Whittier created by this Agreement.

3.2 No authorizations, consents or approvals and no notice to or filing with any
governmental  authority or  regulatory  body is required for the  execution  and
delivery  of this  Agreement  or the  exercise  by  Whittier  of its  rights and
remedies.

3.3 The execution,  delivery and  performance of this Agreement will not violate
any provisions of applicable law, regulation or order and will not result in the
breach of, or constitute a default, or require any consent, under any agreement,
instrument or document to which the undersigned is a party or by which it or any
of its property may be bound or affected.

 3.4 This Agreement  constitutes the legal, valid, and binding obligation of CRI
enforceable against CRI in accordance with its terms.

4. Compensation and Payment of Expenses

4.1 As consideration for issuing the Letter of Credit,  CRI shall pay Whittier a
fee of  $10,000  (i.e,  one  percent  (1%) of the face  amount of the  Letter of
Credit), which fee shall be due and payable on or before July 22, 1998.

4.2 In  addition  to the fee stated in Section  4.1  above,  CRI shall  issue to
Whittier  warrants for the purchase of 20,000  shares of the common stock of CRI
at $.01 per share.  Such  warrants  shall have a term of five (5) years from the
date of issuance. Said warrants shall be dated the date hereof and physically be
issued to Whittier on or before July 22, 1998.

4.3 CRI will pay all of Whittier's  expenses  incurred in  connection  with this
transaction  and  the  securing  of  the  Lever  of  Credit,  including  without
limitation  the fee charged by the UBOC  (which is expected to be  approximately
$10,000) and  attorney's  fees  (subject to a maximum of $5,000);  said payments
shall be made to Whittier on or before July 22, 1997.

4.4 In the event of a Default, CRI shall pay or reimburse Whittier for all costs
and expenses incurred by it, including reasonable attorney's fees, in connection
with the  sale of the  Shares  or  otherwise  enforcing  its  rights  hereunder,
including representation at any bankruptcy or similar proceeding.

<PAGE>


4.5 In the event that a demand is made  against the Letter of Credit,  CRI shall
pay Whittier  interest at the rate of ten percent  (10%) per annum on the amount
drawn until said amount is paid in full by CRI.

5. Restructure of CAP-G
   ---------------------

     Whittier understands that it is contemplated that CAP-G may be restructured
through  either  a  merger,  consolidation,   reincorporation,   liquidation  or
otherwise. In the event that a Default has not occurred, Whittier agrees that it
will cooperate  with CRI and will permit CRI to take all necessary  steps and do
all things  reasonably  necessary to  accomplish  such  restructuring;  provided
however that (l) the shares of the restructured  entity shall be substituted for
those of CAP-G and shall  thereafter  be deemed the  Shares,  subject to all the
terms and  conditions  set forth herein,  (ii) Whittier shall not be required to
take any action  which will  impair its rights  under this  Agreement  and (iii)
Whittier shall incur no cost, expense or liability in connection therewith.

6. Default

Each of the following is an event of default ("Default"):

6.1 CRI fails to perform or observe any term,  covenant or  condition  set forth
herein, or any  representation or warranty of this Agreement is materially false
or misleading.

6.2 CRI has received  notice that it is in default  under the Bank Loan,  and if
such default is curable,  such default has not been cured within the appropriate
time period.

6.3 Demand is made against the Letter of Credit.

6.4 Whittier has received  notice under the Bank Loan that CRI is in default and
that Whittier will be required to make a payment under the Letter of Credit, and
CRI has not either cured such default  within the time specified or paid off the
Bank Loan.

6.5 CRI is unable to or admits in writing  its  inability  to pay its debts when
due or makes an assignment for the benefit of creditors, petitions or applies to
any tribunal for the appointment of a custodian,  receiver or trustee for all or
a  substantial  part  of its  assets  or  commences  any  proceeding  under  any
bankruptcy,  reorganization  arrangement,  readjustment of debt,  dissolution or
liquidation,  has any  such  petition  filed,  or any such  proceeding  has been
commenced  against it, in which an  adjudication  is made or order for relief is
entered or which remains  undismissed for a period of thirty (30) days, or has a
receiver,  custodian or trustee  appointed for all or a substantial  part of its
property.

7. Remedies

     Upon the occurrence of a Default,  Whittier shall have the following rights
and remedies:

<PAGE>


7.1 Whittier  shall have all the rights and remedies  with respect to the Shares
of a secured  party  under the UCC  (whether  or not the UCC is in effect in the
jurisdiction  where the rights are asserted) and, in accordance  therewith shall
have the rights, powers and remedies provided in this Agreement, as well as such
additional  rights and remedies to which a secured  party is entitled  under the
UCC  and/or  under the laws which are in effect in the  jurisdiction  where such
rights and remedies are asserted,  including without  limitation any one or more
of the following:

          (a) Whittier may proceed to sell the Shares in any manner permitted by
law, or in any manner  provided for in this  Agreement;  provided  that Whittier
shall not sell the  Shares for a period of at least 15 days  following  the date
upon which the Default first occurred;

          (b) Whittier may sell,  assign,  transfer or otherwise dispose of all,
or from time to time any part of, the Shares at public or private sale, for cash
or credit or for other property,  for immediate or future delivery, and on terms
and in such manner as Whittier  may  determine,  and Whittier or anyone else may
purchase  the Shares,  or any  portion  thereof,  at any such sale,  taking such
Shares free from any claim or right including, without limitation, any equity of
redemption  of CRI,  which right CRI  expressly  waives.  CRI agrees to take any
action requested by Whittier to enable or assist it to sell the Shares;

          (c)  Whittier is  authorized  to restrict the  prospective  bidders or
purchasers to persons who will  represent and agree that they are purchasing for
their own account,  for investment,  and not with a view to distribution or sale
of any of the Shares; and

          (d) Whittier may collect for CRI all distributions, whether capital or
income, or both, in whatever form,  whether  consisting of cash or property,  or
both,  which CRI otherwise  would be entitled to receive or in which CRI has any
right, title or interest.

7.2 If it has not already obtained physical delivery of the Shares, Whittier may
demand that the custodian  thereof  promptly deliver or cause to be delivered to
Whittier  or its  designated  agent or  representative  at such  location in the
United States as Whittier may designate,  the Shares together with such evidence
of title as Whittier may reasonably  deem necessary or advisable to enable it to
obtain possession of the Shares.

7.3 Every right, power and remedy herein granted to Whittier shall be cumulative
and in addition to every other right, power and remedy given or now or hereafter
existing in equity,  at law or by statute;  and each and every right,  power and
remedy whether specifically given herein or otherwise existing, may be exercised
from time to time and so often and in such order as may be deemed  expedient  by
Whittier, and the exercise, or the beginning of the exercise, of any such right,
power or remedy  shall not be deemed a waiver of the right to  exercise,  at the
same time or thereafter any other right,  power or remedy. CRI hereby waives any
and all  rights it may have to plead or  assert  any  election  of  remedies  if
Whitter should realize on any other  collateral  given to Whittier to secure the
obligations of CRI or require Whittier to pursue any other particular remedy.

7.4 If a Default shall have occurred,  Whittier shall apply all monies  realized
by it from  dividends or other  distributions  received by it from the Shares or
upon the sale or other disposition of the Shares, as follows:

<PAGE>


          (a)  First,  to the  payment  of all costs and  expenses  incurred  by
Whittier in the  collection or sale  thereof,  including  reasonable  attorney's
fees.

          (b) Second, to the payment of all other costs and expenses incurred by
Whittier  under  the  terms  of  this  Agreement  for  which  Whittier  has  not
theretofore been reimbursed by CRI.

          (c)  Third,  to the  payment of any  amounts  drawn upon the Letter of
Credit, any other amounts owing to Whittier hereunder and all accrued and unpaid
interest thereon.

          (d)  Fourth,  if and to the  extent  that the Letter of Credit has not
been released, to the payment of the Bank Loan.

(e)  Finally, to CRI.

7.5 Whittier may, to the extent  permitted by any  applicable  law,  enforce the
performance of the obligations of CRI under the Bank Loan.

8. Assignment

          This Agreement shall be binding upon,  enforceable by and inure to the
benefit of the respective successors and assigns of each of the parties hereto.

9. Notices

          All notices authorized or required between the parties hereto shall be
addressed and effective when delivered to such persons as designated below. Each
party shall have the right to change its  address at any time  and/or  designate
that  copies of all such  Notices  be  directed  to  another  person at  another
address, by giving notice thereof to all other parties.

If to Whittier:

Whittier Ventures, LLC
Whittier Trust Company
1600 Huntington Drive

South Pasadena, CA 91030
Attention: David A. Dahl
Telephone: (626) 441-5111
Fax: (626) 441-0420

If to CRI:

Chaparral Resources, Inc.
2211 Norfolk, Suite 1150
Houston, TX 77096
Attention: Howard Karren
Telephone: (713) 807-7100
Fax: (713) 607-7561

<PAGE>

With a copy to:

Aitken Irvin Lewin Benin Vrooman & Cohn, LLP
2 Gannett Drive
White Plains, NY 10604
Attention: Alan D. Berlin, Esq.
Telephone: (914) 694-5717
Fax: (914) 694-1647

10. Applicable Law and dispute Resolution
    -------------------------------------

10.1 This Agreement shall be governed by, construed, interpreted and enforced in
accordance with the substantive  laws of the State of Texas, to the exclusion of
any  conflicts  of law rules which would refer the matter to the laws of another
jurisdiction.

10.2 Any dispute,  controversy  or claim  arising out of or in relation to or in
connection  with  this  Agreement  or the  operations  carried  out  under  this
Agreement,  including  without  limitation  any dispute as to the  construction,
validity,  interpretation,  enforceability or breach of this Agreement, shall be
exclusively and finally settled by arbitration,  and any Party may submit such a
dispute, controversy or claim to arbitration.

 10.3 A single  arbitrator  shall  be  appointed  by  unanimous  consent  of the
Parties. If the Parties, however, cannot reach agreement on an arbitrator within
thirty (30) days of the  submission of a notice of  arbitration,  the appointing
authority for the implementation of such procedure shall be the President of the
Association  of  International  Petroleum  Negotiators,  who  shall  appoint  an
independent  arbitrator who does not have any financial interest in the dispute,
controversy  or claim.  If such person refuses or fails to act as the appointing
authority  within  ninety  (90) days after  being  requested  to do so, then the
appointing  authority  shall  be  the  President  of  the  American  Arbitration
Association,  who shall appoint an independent  arbitrator who does not have any
financial interest in the dispute, controversy or claim.

10.4  Unless  otherwise  expressly  agreed  in  writing  by the  Parties  to the
arbitration proceedings:

(l) The  arbitration  proceedings  shall be held at Whittier's  option either in
Houston, Texas or Los Angeles County, California;

(ii) The arbitration  proceedings shall be conducted in the English language and
the arbitrator(s) shall be fluent in the English language;

(iii) The  arbitrator  shall be and remain at all times wholly  independent  and
impartial;

(iv) The  arbitration  proceedings  shall be  conducted in  accordance  with the
Commercial Arbitration Rules of the American Arbitration Association,  in effect
on the Effective Date.

<PAGE>


(v) Any  procedural  issues not  determined  under the arbitral  rules  selected
pursuant  to this  Agreement  shall  be  determined  by the law of the  place of
arbitration,  other  than those  laws  which  would  refer the matter to another
jurisdiction;

(vi) The costs of the  arbitration  proceedings  (including  attorneys' fees and
costs) shall be borne in the manner determined by the arbitrator;

(vii) The  decision of the  arbitrator  shall be reduced to  writing;  final and
binding without the right of appeal; the sole and exclusive remedy regarding any
claims,  counterclaims,  issues or accounting presented to the arbitrator;  made
and promptly paid in U.S. dollars free of any deduction or offset; and any costs
or fees incident to enforcing the award,  shall to the maximum extent  permitted
by law, be charged against the Party resisting such enforcement;

(viii)  Consequential,  punitive or other similar  damages shall not be allowed;
provided,  however,  the award may include appropriate  punitive damages where a
Party has engaged in delaying and dilatory actions;

(lx) The award shall  include  interest from the date of any breach or violation
of this Agreement, as determined by the arbitral award until paid in full;

(x) Judgment upon the award may be entered in any court having jurisdiction over
the person or the assets of the Party owing the judgment or  application  may be
made to such  court  for a  judicial  acceptance  of the  award  and an order of
enforcement, as the case may be; and

11.  Miscellaneous

11.1 This Agreement may be executed in any number of counterparts  and each such
counterpart shall be deemed an original Agreement for all purposes;  provided no
party shall be bound by the terms of this Agreement unless and until all parties
have executed a counterpart.

11.2 This  Agreement is the entire  agreement of the parties and  supersedes all
prior understandings and negotiations of the parties.

11.3 The  invalidity,  illegality or  unenforceability  of any provision of this
Agreement shall not be deemed to affect the validity, legality or enforceability
of any other provision hereof.

11.4 No waiver of any default or breach of any of the terms or provisions hereof
by  Whittier  shall be implied  from the  failure of  Whittier to take action on
account of such default or breach. No waiver shall affect any default other than
the default  specified in any written waiver by Whittier.  No waiver of any term
or provision  contained herein by Whittier shall be construed as a waiver of any
subsequent  breach of the same term or  provision.  The  consent or  approval by
Whittier  to, or of, any act by any other  party  requiring  further  consent or
approval shall not be deemed to waive or render  unnecessary  Whittier's consent
or approval to, or of, any subsequent similar acts.

IN WITNESS  WHEREOF,  The Parties  hereto have executed this Agreement as of the
date first above written.

<PAGE>

Whittier Ventures LLC

By
  ----------------------------
David A. Dahl, President


Chaparral Resources Inc.

By
  ----------------------------
Howard Karren, Chairman & CEO


IN WITNESS  THEREOF,  The Parties  hereto have executed this Agreement as of the
date first above written.

Whittier Ventures LLC

By:
   --------------------------
David A. Dahl, President

Chaparral Resources,Inc.

By:
   --------------------------
Howard Karren, Chairman & CEO