AMENDED AND RESTATED
                              TERMINATION AGREEMENT

         THIS AMENDED AND RESTATED TERMINATION  AGREEMENT is effective as of the
3rd day of April,  2001, and is by and among PEASE OIL AND GAS COMPANY, a Nevada
corporation  ("Pease"),  its to-be-formed  wholly-owned  Delaware subsidiary CPI
ACQUISITION CORP. ("Acquisition Corp."), CARPATSKY PETROLEUM INC., a corporation
organized under the laws of the Province of Alberta,  Canada  ("Carpatsky")  and
BELLWETHER  EXPLORATION COMPANY, a Delaware corporation  ("Bellwether"),  and is
made with reference to the following agreed facts:

1.   Pease,  Acquisition  Corp. and Carpatsky entered into an Agreement and Plan
     of Merger, dated August 31, 1999 ("Merger Agreement");

2.   Pease,  Acquisition Corp. and Carpatsky entered into the First Amendment to
     Merger Agreement, dated January 3, 2000 ("First Amendment");

3.   Pease,  Acquisition Corp. and Carpatsky  negotiated but did not finalize an
     Amended and Restated Agreement and Plan of Merger, to be dated as of August
     11, 2000 ("Amended Merger Agreement");

4.   Pease, Acquisition Corp., Carpatsky and Bellwether then agreed to terminate
     the  Merger  Agreement  and the  First  Amendment  and to  abandon  and not
     finalize  the  Amended  Merger  Agreement,  to  terminate  and  release the
     obligations of the parties under the Merger Agreement,  the First Amendment
     and the Amended Merger Agreement (all of which are collectively referred to
     as the "Merger  Agreements"),  including any  obligations or liabilities of
     any party hereto which may have been deemed to have arisen under the Merger
     Agreements,  in  accordance  with the terms and  agreements of that certain
     document  entitled  Termination  Agreement  dated the 7th day of  November,
     2000, between Pease, Acquisition Corp., Carpatsky and Bellwether ("Original
     Termination Agreement");

5.   Pursuant to the Original Termination  Agreement,  Carpatsky paid $80,000 to
     Pease in full  satisfaction  of the  obligations  of Carpatsky to Pease for
     bookkeeping and accounting services provided by Pease for Carpatsky through
     November 7, 2000. By payment of such amount, that certain Agreement,  dated
     October 1, 1999  terminated  and Carpatsky and Pease have each released the
     other from and against any and all obligations thereunder; and

6.   Because  certain of the  agreements  set forth in the Original  Termination
     Agreement  could  not  be  timely  performed,   Pease,  Acquisition  Corp.,
     Carpatsky and Bellwether  hereby agree to amend and restate the Termination
     Agreement  in  accordance   with  the  terms  and   agreements   set  forth
     hereinbelow.

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  respective
covenants  and  agreements  set  forth  herein,  and  other  good  and  valuable
consideration,  the receipt and sufficiency of which are hereby acknowledged and
confirmed, the parties hereto agree as follows:

1.   Termination of Agreements.  The Merger  Agreement,  the First Amendment and
     the  Amended  Merger   Agreement   shall  each  be  terminated,   and  such
     terminations  shall be deemed to be  terminations  by mutual consent of the
     parties.  Subject to the signature and  completion  of this  agreement,  no
     party shall have any right  against any of the other  parties to the Merger
     Agreements  or  Bellwether  as a result of the  termination  of the  Merger
     Agreements, including any obligations or liabilities of any party which may
     be deemed to have arisen under the Merger Agreements. Each party shall bear
     its own costs incurred through the date hereof.

2.   Release.  Pease and  Acquisition  Corp., on the one hand, and Carpatsky and
     Bellwether, on the other hand, hereby release, acquit and forever discharge
     each  other,  including  their  officers,  directors,   employees,  agents,
     successors,  predecessors,  assigns,  parents,  subsidiaries,   affiliates,
     servants, shareholders, partners, attorneys, insurers, past or present, and
     all persons or entities,  natural or corporate, in privity with them or any
     of them,  from any and all  obligations,  liabilities,  claims or causes of
     action of any kind whatsoever, at common law, statutory or otherwise, known
     or unknown,  past or present,  that Pease and Acquisition Corp., on the one
     hand, and Carpatsky and  Bellwether,  on the other hand, have or might have
     against  each other  arising  from or  relating  to the Merger  Agreements,
     including  but  not  limited  to,  claims  for  misrepresentation,  whether
     negligent or intentional, failure to disclose any material fact, and breach
     of any representation,  warranty,  or covenant.  Pease,  Acquisition Corp.,
     Carpatsky and Bellwether  hereby  acknowledge and agree that (a) Bellwether
     is a party to and included in this release,  notwithstanding  the fact that
     Bellwether  is  not a  party  of  any of the  Merger  Agreements,  and  (b)
     Carpatsky and  Bellwether are releasing  Pease and  Acquisition  Corp.,  as
     provided above, but are not releasing each other.

3.   Promissory  Note from Carpatsky to Pease.  Upon acceptance and signature of
     this agreement by the parties, and as additional consideration to Pease for
     the matters  described in this  agreement,  effective on the date that this
     agreement  is signed by the  parties,  Carpatsky  shall pay and  deliver to
     Pease the following:

     On or before April 3, 2001  Carpatsky  shall deliver to Pease a convertible
     promissory  note  in the  form  attached  hereto  as  Schedule  I,  made by
     Carpatsky in the amount of $180,000  payable to Pease as set forth therein.
     The principal balance thereof remaining unpaid shall not bear interest.


4.   Payments by  Bellwether  to Pease.  Upon  acceptance  and signature of this
     agreement by the parties, and as additional  consideration to Pease for the
     matters  described  in this  agreement,  effective  on the date  that  this
     agreement is signed by the parties,  Bellwether  shall deliver to Pease the
     following:

     Bellwether  shall pay $70,000 in cash to Pease in full  satisfaction of the
     obligations of Bellwether to Pease.  Such payment shall be made to Pease on
     or before April 3, 2001 by wire  transfer of  immediately  available  funds
     pursuant  to written  instructions  provided  to  Bellwether  by Pease upon
     execution hereof.  Upon receipt of such amount,  Bellwether and Pease shall
     be deemed to have each  released  the other  from and  against  any and all
     obligations of whatsoever nature under the Merger Agreements.

5.   Authority.  This agreement has been duly authorized and approved by each of
     Pease, Carpatsky and Bellwether.  Pease confirms that Acquisition Corp. has
     never been formed as a corporation.

6.   Acknowledgement.   Pease,   Acquisition  Corp.,  Carpatsky  and  Bellwether
     acknowledge  that this  agreement has been carefully  read,  understood and
     considered prior to execution.  Each party hereto  acknowledges that it has
     had  opportunity to discuss this agreement with counsel of its own choosing
     prior to execution.  Each party further  acknowledges  that this  agreement
     constitutes the full and complete  agreement between the parties,  and that
     in executing  this  agreement,  no party is relying on any  representation,
     statement or warranty not specifically set forth herein. Pease, Acquisition
     Corp.,  Carpatsky  and  Bellwether  further  agree  that the  terms of this
     agreement bind the parties hereto, their successors and assigns.

     This agreement  sets forth the entire  agreement and  understanding  of the
parties in respect of the  transactions  contemplated  hereby and supersedes all
prior agreements,  prior arrangements and prior  understandings  relating to the
subject matter hereof.