DEED
                                      among
                             CHAPARRAL RESOURCES INC
                              WHITTIER VENTURES LLC
                          ECOTELS INTERNATIONAL LIMITED
                                 DARDANA LIMITED
                        GOLDRUST VENTURE CAPITAL LIMITED
                              STARDUST FUND LIMITED
                               SAGE OPERATING LTD.
                                       and
                         SHELL CAPITAL SERVICES LIMITED



                                 21 August 2000


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THIS DEED (the "Deed") is dated 21 August 2000 among

(1)  CHAPPARAL RESOUCES INC. a company organised and existing under the laws of
     Delaware, United States of America (the "Borrower");

(2)  WHITTIER VENTURES LLC, a limited liability company organised under the laws
     of Nevada ("Whittier");

(3)  ECOTELS INTERNATIONAL LIMITED, a limited liability company organised under
     the laws of the Cayman Islands ("EcoTels");

(4)  DARDANA LIMITED, a limited liability company organised under the laws of
     the Cayman Islands ("Dardana");

(5)  GOLDRUST VENTURE CAPITAL LIMITED, a limited liability company organised
     under the laws of the Cayman Islands ("Goldrust"); and

(6)  STARDUST FUND LIMITED, a limited liability company organised under the laws
     of the Cayman Islands ("Stardust"); and

(7)  SAGE OPERATING LTD., a limited liability company organised under the laws
     of the Cayman Islands ("Sage"); and

(8)  SHELL CAPITAL SERVICES LIMITED a company organised and existing under the
     laws of England, in its capacity as Facility Agent for the Finance Parties
     ("Facility Agent"); together referred to as the "Parties".

PREAMBLE:

(A)  WHEREAS, the Borrower and the Facility Agent, inter alia, have entered into
     a Loan Agreement, dated as of 1 November, 1999 (as modified, supplemented
     or amended from time to time, the "Loan Agreement"), providing for the
     making of Advances for purposes of the Project;

(B)  WHEREAS, the Borrower, the Facility Agent and Whittier have entered into a
     Subordination Agreement dated 28 January 2000 (the "Whittier Subordination
     Agreement");

(C)  WHEREAS, the Borrower, the Facility Agent and EcoTels have entered into a
     Subordination Agreement dated 8 February 2000 (the "EcoTels Subordination
     Agreement" and together with the Whittier Subordination Agreement, the
     "Subordination Agreements");

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(D)  WHEREAS, at the request of the Borrower, each of Whittier and EcoTels has
     provided the Borrower with a loan of five hundred thousand dollars (USD
     500,000) (the "Additional Loans") for purposes of the Project.

(E)  WHEREAS, at the request of the Borrower, Sage, Stardust, Goldrust and
     Dardana have provided the Borrower with a loan of three million dollars
     (USD 3,000,000) (the "Additional Subordinated Debt") for the purposes of
     the Project.

IT IS HEREBY AGREED as follows:

1.   INTERPRETATION

1.1. Definitions

     (a)  Unless expressly defined in this Deed, capitalised terms in, or
          incorporated into, the Loan Agreement shall have the same meaning in
          this Deed.

     (b)  Unless expressly defined in this Deed, capitalised terms in, or
          incorporated into the Subordination Agreements shall have the same
          meaning in this Deed.

     (c)  In the event of a conflict between definitions of capitalised terms in
          the Loan Agreement and the Subordination Agreements, those in the Loan
          Agreement shall prevail.

1.2. Construction

     (a)  Clauses 1.2, 1.3 and 1.4 of the Loan Agreement apply to this Deed as
          if they were set out in full in this Deed, having made all necessary
          changes, but with references to (or including) this "Agreement" being
          references to (or, as appropriate, including) this Deed.

     (b)  Where any person gives its consent, makes a representation or is
          otherwise bound by a provision of this Deed, it shall be deemed to do
          so or be so bound in each capacity in which it is a party to a
          relevant Finance Documents or Project Documents and the meaning of the
          relevant provision shall not be limited by the capacity or description
          of that person in the Parties section at the beginning of this Deed.

2.   ADDITIONAL LOAN

2.1. The Borrower, EcoTels and Whittier acknowledge that:

     (a)  the Additional Loans have been provided to the Borrower by Whittier on
          4 August 2000 and EcoTels on 9 August 2000, by deposit to the CRI
          Disbursement Account and shall be withdrawn from that account only as
          permitted by the Finance Documents;

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     (b)  the Additional Loans are part of the Junior Obligations for purposes
          of each of the Whittier Subordination Agreement or the EcoTels
          Subordination Agreement and the repayment of the Additional Loans will
          be at all times subject to the provisions of the Whittier
          Subordination Agreement or the EcoTels Subordination Agreement, as
          appropriate;

     (c)  the intent of the Borrower, Whittier, EcoTels and the Facility Agent
          has at all times been that the Junior Obligations should include all
          obligations of the Borrower to the relevant Junior Entity; and

     (d)  the Additional Loan advanced by Whittier shall under no circumstances
          constitute, or be deemed to constitute funding provided pursuant to,
          or in satisfaction of the obligations of Whittier under, the letters
          from Whittier (i) to Shell Capital Limited dated 1 February 2000 and
          (ii) to the Facility Agent dated 9 February 2000, which obligations
          remain outstanding in full.

2.2. Notwithstanding that all payments in respect of the Additional Loans are
     Junior Obligations as defined in the respective Subordination Agreements,
     the Facility Agent agrees that the principal under the Additional Loans may
     be repaid from the proceeds of additional subscriptions for equity of the
     Borrower or additional subordinated loans to the Borrower, but only if an
     additional aggregate amount of not less than nine million dollars (USD
     9,000,000) has been received by the Borrower as a result of such
     subscriptions or subordinated loans on or before 30 September 2000.

3.   ADDITIONAL SUBORDINATED DEBT

3.1. The Borrower, Sage, Stardust, Goldrust and Dardana acknowledge that the
     Additional Subordinated Debt has been provided to the Borrower on 21 August
     2000 by deposit to the CRI Disbursement Account and shall be withdrawn from
     that account only as permitted by the Finance Documents; and

3.2. Contemporaneous with this Deed, the Borrower, Sage, Stardust, Goldrust,
     Dardana and the Facility Agent shall enter into subordination agreements in
     respect of the Additional Subordinated Debt upon the same terms and
     conditions as the Subordination Agreements.

4.   FURTHER ADVANCES

     The Borrower acknowledges that the Facility Agent will not make any further
     Advances under the Loan Agreement until the following conditions are
     satisfied:

     (a)  the Additional Loans and Additional Subordinated Debt, together
          totalling four million Dollars (USD 4,000,000) have been provided to
          the Borrower; and

     (b)  the proceeds of such Additional Loans and Additional Subordinated Debt
          have been deposited in full into the CRI Disbursement Account.

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5.   PROJECT DOCUMENT CONSENT; ACKNOWLEDGEMENT

     Notwithstanding the terms of the Finance Documents, the Facility Agent
     consents to the sale of up to six thousand (6,000) tonnes of oil production
     from the Project during the month of August 2000 to purchasers located in
     Kazakhstan.

     The Facility Agent acknowledges receipt of supplemental letters dated
     August 21, 2000 to the Equity Support Agreements from each of Allen &
     Company Incorporated and Whittier confirming that their financial
     commitments under such Equity Support Agreements remain in full force and
     effect and can be called on demand at any time by the Facility Agent until
     the Borrower has satisfied all its obligations in full under Clause 6 of
     this Deed.

     For the purpose of Clause 18.17 of the Loan Agreement, the date of 30 June
     2000 shall be replaced with the date of 30 September 2000, effective as of
     30 June 2000.

6.   FURTHER FUNDING

6.1. The Borrower agrees to provide evidence reasonably satisfactory to the
     Facility Agent no later than 30 September 2000 of receipt of the proceeds
     of additional subscription for equity of or additional subordinated loans
     to the Borrower in an aggregate of not less than ten million dollars (USD
     10,000,000); such an amount will include the Additional Loans (if not
     repaid in accordance with Clause 2.2) and the Additional Subordinated Debt.

6.2. Failure to provide such evidence of equity contribution or subordinated
     loan as provided under Clause 6(a) shall constitute an Event of Default
     under the Loan Agreement.

7.   FINANCE DOCUMENT

     The Borrower and the Facility Agent designate this Deed as a Finance
     Document for purposes of the Loan Agreement.

8.   COUNTERPARTS

     This Deed may be executed in any number of counterparts and by the
     different parties on separate counterparts which when taken together shall
     constitute one instrument.


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9.   EXECUTION AS A DEED

     Each of the parties to this Deed intends it to be a deed and confirms that
     it is executed and delivered as a deed, in each case notwithstanding the
     fact that any one or more of the parties may only execute this Deed under
     hand.

10.  GOVERNING LAW

     This Deed shall be governed by English law.

     IN WITNESS WHEREOF, this Deed has been executed as a deed by the parties
     hereto and is delivered on the date stated at the beginning of this Deed.

                                            EXECUTED as a deed and delivered for
                                            and on behalf of
                                            CHAPARRAL RESOURCES INC


                                            By: /s/ John G. McMillian
                                            Name: John G. McMillian
                                            Title: Co-Chairman and CEO


                                            EXECUTED as a deed and delivered for
                                            and on behalf of
                                            ECOTELS INTERNATIONAL LIMITED


                                            By: /s/ L. Todd Gremillion
                                            Name: L. Todd Gremillion
                                            Title: Authorized Signatory


                                            EXECUTED as a deed and delivered for
                                            and on behalf of
                                            WHITTIER VENTURES LLC


                                            By: /s/ Robert D. Sellers
                                            Name: Robert D. Sellers
                                            Title: Chief Financial Officer


                                            EXECUTED as a deed and delivered for
                                            and on behalf of
                                            SHELL CAPITAL SERVICES LIMITED


                                            By: /s/ M. Treanor
                                            Name: M. Treanor
                                            Title: CEO

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                                            In the presence of:

                                            Name:
                                            Title:


                                            EXECUTED as a deed and delivered for
                                            and on behalf of
                                            DARDANA LIMITED

                                            By: /s/ L. Todd Gremillion
                                            Name: L. Todd Gremillion
                                            Title: Authorized Signatory


                                            EXECUTED as a deed and delivered for
                                            and on behalf of
                                            GOLDRUST VENTURE CAPITAL LIMITED

                                            By: /s/ L. Todd Gremillion
                                            Name: L. Todd Gremillion
                                            Title: Authorized Signatory


                                            EXECUTED as a deed and delivered for
                                            and on behalf of
                                            STARDUST FUND LIMITED

                                            By: /s/ L. Todd Gremillion
                                            Name: L. Todd Gremillion
                                            Title: Authorized Signatory


                                            EXECUTED as a deed and delivered for
                                            and on behalf of
                                            SAGE OPERATING LIMITED

                                            By: /s/ L. Todd Gremillion

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THE FOLLOWING PARTIES TO THE AGREEMENT acknowledge that this Deed has been
executed by the Parties and accept and agree to its the terms AND ACKNOWLEDGE
THAT THEIR OBLIGATIONS UNDER THE Finance Documents are not affected by the
provision so of this Deed.

                                             CLOSED TYPE JSC KARAKUDUKMUNAY INC.


                                             By: /s/ Nickolai Klinchev
                                             Name: Nickolai Klinchev
                                             Title: General Director

                                             By: /s/ Richard Moore
                                             Name: Richard Moore
                                             Title: Financial Director


                                             CENTRAL ASIAN PETROLEUM
                                             (GUERNSEY) LIMITED


                                             By: /s/ John G. McMillian
                                             Name: John G. McMillian
                                             Title: Co-Chairman and CEO


                                             CENTRAL ASIAN PETROLEUM, INC.


                                             By: /s/ Michael B. Young
                                             Name: Michael B. Young
                                             Title: Tresurer


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