[Translated from Polish]  AGREEMENT For the Sale of Wellhead Natural Gas This Agreement was signed on 26 January 2007, between: FX ENERGY POLAND Sp. z o.o.with its registered seat in Warsaw, at ul. Chalubinskiego 8, 00-613 Warsaw, entered in the Companies Register of the National Court Register by the District Court in Warsaw, XIX Commercial Division of the National Court Register, as KRS No. 0000052459, NIP 521-27-51-481, REGON 012659847, hereinafter referred to as the Seller or a Party, represented by: Mr Zbigniew Tatys, member of the Management Board, and PL Energia S.A.with its registered seat in Krzywoploty 42, 78-230 Karlino, entered in the Companies Register of the National Court Register by the District Court in Koszalin, IX Division of the National Court Register, as KRS No. 0000031475, NIP 672-18-11-401, REGON 3311091360, hereinafter referred to as the Purchaser or a Party, represented by Mr Piotr Buszka, President of the Management Board. RECITALS Whereas: A.theSellerholds a mining usufruct and concession covering the exploration and appraisal of oil and natural gas fields within concession block no. 287, where the discovered natural gas field known under the nameGrabówka Fieldis located; B.as a holder of a mining usufruct, theSellermay undertake natural gas production from theGrabówka Fieldon a trial basis, to the extent it is necessary to appraise the field, and has priority in obtaining a mining usufruct and production concession; C.a preliminary appraisal of the natural gas resources in theGrabówka Fieldshows that they amount to approximately 230 million m3 of low-methane gas, with a gross calorific value Ws = 22.6 MJ/Nm3; D.thePurchaser,engaged in the business of trading, transmission and distribution ofgas to customers in Poland, wishes to purchase wellhead gas from theGrabówka Fieldand treat it in order to prepare it for trading; E.thePurchaseris prepared to take wellhead natural gas directly from the wellheads, and to assume full responsibility for its treatment and further use. F.In order to develop theGrabówka Fieldfor production, it is necessary to rework and complete three wells, acidize the reservoir, and purchase rights to the geological documentation concerning the field, and thePurchaserwishes to participate in covering the costs of the above operations, in consideration for the exclusive right to purchase wellhead gas produced from the field at a price taking into account the expenditure and business risk incurred by thePurchaser. ThePartiesagree as follows.    I GENERAL PROVISIONS AND DEFINITIONS §1 1.1.
        ThisAgreementgoverns the relationship between thePartiesin connection with the development of theGrabówka Fieldfor production, and with the sale of theGas(as defined below) by theSellerto thePurchaser,including their rights and duties, their liability for non-compliance with the terms of thisAgreement, as well as the technical conditions of delivery and acceptance of theGas.
 1.2
        The following Appendices constitute an integral part of thisAgreement: Appendix No. 1 - Technical conditions ofGasdelivery to thePurchaser,and Appendix 2  Schedule of expenditures;
 If there is any inconsistency between the main body of thisAgreementand the Appendices, the provisions of the main body shall prevail. §2 2.1
        In thisAgreement, and in any appendices or annexes thereto, the following capitalised terms shall have the following meanings:
 1/
        Contract Day- a period starting at 22:00 on any given calendar day, and ending at 22:00 on the following calendar day;
 2/
        Daily Nominated Quantity(DNQ)- the quantity of theGasnominated by thePurchaserfor delivery in a givenContract Dayin accordance with Section 6.1 below;
 3/
        Business Day- any day other than Saturday, Sunday or another statutory holiday in Poland;
 4/
        Delivery Commencement Day- theContract Dayon which theSellerdelivers theGasto theDelivery Pointfor the first time;
 5/
        Production Commencement Day- means theContract Day, no later than 21 days following theDelivery Commencement Day, which is notified by theSellerto thePurchaseras the day on which regular deliveries of theGashereunder shall commence;
 6/
        Gas- a mix of hydrocarbons and non-flammable gaseous components, including methane and nitrogen as the main components, produced from wells in theGrabówka Field, the quality of which depends on the properties of the field; to avoid any doubt, theGasshall not include any condensed or extracted liquid hydrocarbons that are liquid at the pressure of 101.325 kPa and at the thermodynamic temperature of 273.15 K, and any residue gas remaining after the condensation or extraction of liquid hydrocarbons from such gas;
 7/
        Affiliate means, with respect to aParty, any entity that directly or indirectly controls thatParty, or is controlled by thatParty, or which is directly or indirectly controlled by an entity which controls thatParty. Control means:
 (a)
        the ownership of more than fifty percent (50%) of the voting rights at the general meeting of shareholders, or its equivalent, of another entity;
 (b)
        the power to direct the management and policies of another entity, whether through the ownership of voting securities, by contract or otherwise;
  2    8/
        Exploration Concession means jointly a licence covering the exploration and appraisal of hydrocarbons, together with any supplementing decision of the concession authority, and the mining usufruct, both authorising the use of theGasproduced from theGrabówka Fieldon a trial basis, granted to theSeller, including any extension or replacement thereof;
 9/
        Production Concession means jointly a licence covering the production of hydrocarbons, together with any supplementing decision of the concession authority, and the mining usufruct, both authorising the production of theGasextracted from theGrabówka Fieldon a commercial basis, granted to theSeller, including any extension or replacement thereof;
 10/
        Maximum Hourly Take (MHT) the maximum hourly take ofGasfrom theGrabówka Field, determined in accordance with prudent field operation rules applicable in the industry, and in accordance with the applicable regulations, taking into account the capacity of theMining Installations;
 11/
        Contract Month- a period starting at 22:00 on the last day of the month directly preceding the given calendar month, and ending at 22:00 on the last day of the given calendar month, provided that the firstContract Monthshall commence at 22:00 on the last day of theCommissioning Periodand shall continue until the end of the same calendar month;
 12/
        Breach means a failure to perform or improper performance by aPartyof any of its obligations hereunder;
 13/
        Normal Cubic Metre (Nm3)- means the amount of gas required to fill a space of one cubic metre with an absolute pressure of one hundred and one point three two five kilopascals (101.325 kPa), and at thermodynamic temperature of 273.15 K; unless expressly stated otherwise, all quantities ofGasreferred to herein or specified hereunder shall be expressed inNm3;
 14/
        Delivery Period- the period commencing on theProduction Commencement Dayand ending on theProduction Closure Day;
 15/
        Commissioning Period- means a period of up to 21 days, commencing on theDelivery Commencement Dayand ending on theContract Dayimmediately preceding theProduction Commencement Day;
 16/
        Operator a professional party appointed by theSelleras the operator of theGrabówka Field, i.e. to be responsible for organising and managing the entirety of technical and administrative operations relating to the field development and exploitation, as required under the applicable regulations and good industry practice, including the construction, operation, and shutdown and removal of the mining establishment;
 17/
        Planned Maintenance Work- renovation, construction, maintenance and modernisation work:
 (a)
        conducted by thePurchaserin theGas Offtake System, which affect thePurchasers ability to take theGasat theDelivery Point;
 (b)
        conducted by theOperatoror theSellerin theMining Installations, which affect theSellers ability to deliver theGas,(SellersPlannedMaintenance Workshall include, without limitation, any periodical gas field tests);
  3    18/
        Monthly Statement the document defined in §13 below;
 19/
        Delivery Point- the agreed valve at the exit from the given wellhead;
 20/
        Contract Year- a period starting at 22:00 on the last day of any calendar year and ending at 22:00 on the last day of the following calendar year, provided that:
 (a)
        the firstContract Yearshall commence at 22:00 on the last day of theCommissioning Periodand shall continue until 22:00 on the last day of the same calendar year;
 (b)
        if thisAgreementterminates on any day other than 31 December, the lastContract Yearshall end at 22:00 on the last day of theAgreementbeing in effect;
 21/
        Quality Specification the set of chemical parameters of theGasthe scope of which is specified in Appendix No. 1 (and Appendix No. 1 shall define which changes in particular parameters are material changes), and whose exact values shall be communicated to thePurchaserin accordance with § 4;
 22/
        Metering System- gas meters and other metering devices, as well as the systems connecting these devices, described in Appendix No. 1, used to measure the quantity of theGasdelivered and taken at theDelivery Point;
 23/
        Agreement- this agreement, together with any future changes, modifications and supplements, which can be made in accordance herewith;
 24/
        Mining Installations mining installations used to produceGas(Well Installations) and prepare it for transportation, the construction and operation of which is subject to the Geological and Mining Law, owned partly by theSellerand partly by thePurchaser, including theMetering System, described in Appendix No. 1;
 25/
        Gas Offtake System an installation used to treat and further use theGas, along with accompanying installations, owned by thePurchaser,located downstream of theMetering Systemon thePurchasersside, not subject to the Geological and Mining Law;
 26/
        Well Installations underground and surface installations (including production wellheads) forming part of each well, reworked and completed in accordance with this Agreement, owned by theSeller;
 27/
        Contractor the party defined in Section 7.2;
 28/
        Grabówka Field a gas field located in the vicinity of the Grabówka village, the District (gmina) of Milicz, Dolnol1skie Voivodeship, owned by theSeller.
 2.2
        All units of measurement used herein are units of the SI system in accordance with the Law on Measurements dated 11 May 2001 (Dz. U. of 2004 No. 243, Item 2441, as amended).
 II CONTRACT TERM, CONDITIONS PRECEDENT AND COMMISSIONING PERIOD §3 3.1
        Pursuant to thisAgreement,theSellershall supply and sell theGas,and thePurchasershall buy and take the delivery of theGas,commencing on theDelivery Commencement Dayuntil theProduction Closure Day, provided that no obligations to supply or take theGasshall continue, subject to section 3.4, if:
  4    (a)
        thisAgreementis terminated in accordance with its terms; or
 (b)
        theExploration Concessionloses its validity and theSellerfails to obtain aProduction Concessionwithin twelve (12) months of the date when theExploration Concessionloses its validity.
 3.2
        TheDelivery Commencement Dayshall not occur unless and until each of the following conditions precedent is fulfilled:
 (a)
        theSellersuccessfully completes the works required to make theGrabówka Fieldavailable, as defined in § 7 below;
 (b)
        theSellerobtains all permits and approvals from public authorities required to construct and use theMining Installationsand all permits and approvals necessary to produce and sell theGashereunder;
 (c)
        thePurchaserconstructs and brings into operation theGas Offtake Systemand theMining Installations, excluding theWell Installations; and
 (d)
        thePurchaserobtains all permits and approvals of public authorities necessary to operate theGas Offtake System.
 TheSellershall act with the utmost care to ensure that the conditions in letters (a) and (b) above are satisfied as soon as possible, subject to § 7. TheSellershall promptly notify thePurchaserupon becoming aware that a condition, which it is required to satisfy, as provided above, has been satisfied or becomes incapable of being satisfied. ThePurchasershall act with the utmost care to ensure that the conditions in letters (c) and (d) above are satisfied as soon as possible. ThePurchasershall promptly notify theSellerupon becoming aware that a condition, which it is required to satisfy, as provided above, has been satisfied or becomes incapable of being satisfied. ThePartiesshall co-operate and support each other when meeting the above conditions. 3.3
        If theDelivery Commencement Daydoes not occur by 1 December 2008, thePartiesshall meet as soon as practicable thereafter to discuss the situation and agree as to the continuation of thisAgreement.
 3.4
        If theSellerdoes not obtain theProduction Concessionwithin 12 months of when theExploration Concessionexpires, theSelleragrees to negotiate in good faith with thePurchaser, at thePurchasersrequest, mutually beneficial conditions of the sale of gas from other fields in Poland, and if such conditions are agreed, thePartiesagree to enter into an appropriate gas sale agreement. The above does not oblige theSellerto reserve production capacity
for thePurchaseror to negotiate the conditions of sale of gas from other fields, comparable to the conditions of thisAgreement.
 §4 4.1
        During theCommissioning Period, thePurchasershall act with due care to take all theGasoffered by theSeller,and thePartiesshall co-operate and shall act with due care in order to ensure that theSellerdelivers theGasin such quantities as thePurchaseris technically capable of accepting.
 4.2
        During theCommissioning Period, the provisions of theAgreementconcerning the nomination ofGasquantities shall not apply. All other provisions of thisAgreementshall apply to theGasdelivered during theCommissioning Period.
 4.3
        During theCommissioning Period, theSellershall determine theQuality Specificationand shall deliver it to thePurchaser.
  5    III QUANTITIES, PARTIES OBLIGATIONS §5 5.1
        TheSelleroffers thePurchaserall of theGasproduced from theGrabówka Field.
 5.2
        TheSellershall determine theMaximum Hourly Takefor the forthcomingContract Yearin accordance with the applicable regulations and with good industry practice, no later than five (5) days prior to theProduction Commencement Dayin the case of the firstContract Year,and no later than one (1) month prior to the beginning of each subsequentContract Year. The projectedMaximum Hourly Takeas of the date of thisAgreementis [1800 Nm3/h].
 5.3
        If theMaximum Hourly Takeagreed for the givenContract Yearis such that the processing ofGasin theGas Offtake Systembecomes uneconomical, thePurchasermay request theSellerto discontinue production from theGrabówka Fieldor to terminate theAgreement, and theSellershall not reject such a request without good cause. If the production of gas is discontinued, or if theAgreementis terminated, the provisions of sections 3.4 and 8.3 shall apply,mutatis mutandis.
 §6 6.1
        ThePurchasershall order theGasfrom theGrabówka Fieldby notifying theOperatorand theSellerof theDaily Nominated Quantities(DNQ), in accordance with the nomination procedures specified in Appendix No. 1.
 6.2
        Subject to the provisions of theAgreementconcerning thePlanned Maintenance Work,DNQon eachContract Dayof theDelivery Periodshall be at least 90% (ninety percent) of twenty-four (24) times theMaximum Hourly Takespecified for a givenContract Year.
 6.3
        TheSellershall act with due care to deliver all of theGasordered by thePurchaser,and thePurchasershall act with due care to take all of theGasoffered by theSeller.
 IV FIELD DEVELOPMENT, EXPLOITATION AND ABANDONMENT §7 7.1
        Immediately after concluding thisAgreement, theSellershall give instructions to perform, at thePurchasers expense (on the terms defined below), the operations necessary to make theGrabówka Fieldavailable for the purpose of producing theGas, comprising, among other things, the reworking, completion and acidization of the wells Grabówka 6, 8 and 12, as well as the acquisition of rights to the required geological documentation, provided that the rights to the documentation shall be acquired at a later date, before the lapse of the period in which the production ofGasis permitted under theExploration Concession.
 7.2
        Unless an agreement with a third party (Contractor) concerning the operations referred to Section 7.1 is  entered into pursuant to a tender procedure, theSellershall, before its execution, obtain thePurchasers consent to enter into such an agreement, which shall not be unreasonably withheld.
  6    7.3
        TheSellermay demand advance payments from thePurchaserto pay for the costs of performing the works specified in Section 7.1, in amounts and on dates consistent with the preliminary schedule of expenditures constituting Appendix No. 2 to theAgreement. ThePurchasershall pay the advance within 14 days of the Sellers request. After executing an agreement with theContractor, theSellershall charge thePurchaserwith all amounts due to theContractorunder such an agreement. If thePurchaserhas not advanced the relevant amounts, or if the advance proves insufficient, thePurchasershall pay the missing amounts to theSellerwithin the time specified by theSellerin the invoice, enabling theSellerto promptly settle the amounts due to theContractor, though not shorter than seven (7) days. ThePartiesshall update the schedule of expenditures as the works progress and in the event of new circumstances arising, and the Purchaser agrees to pay all costs incurred by the Seller in performing the works specified in Section 7.1, notwithstanding the estimate found in Appendix No. 2.
 7.4
        TheWell Installationsshall be owned by theSellerand the expenditures incurred by thePurchaserto construct theWell Installationsshall represent thePurchasersinvestment in theSellersfixed assets, in accordance with the accountancy regulations.
 7.5
        TheSeller(whether by itself or through theOperatoracting on its behalf) shall operate theMining Installations(including installations owned by thePurchaser) in accordance with the relevant regulations and good field operating practice, without any separate remuneration being payable to theSeller(without prejudice to Section 7.7).
 7.6
        ThePurchasershall forthwith repay to theSellerthe documented costs of obtaining and maintaining in force permits and approvals necessary to perform theAgreement, and specifically the fees for obtaining theProduction Concessionand the royalties payable under the Geological and Mining Law.
 7.7
        ThePurchasershall forthwith repay to theSellerthe documented costs relating to the production of theGasand the operation of theMining Installations, including the fees paid to theOperator, the fees payable to the real estate owners, the costs of periodic tests conducted on the field, and the costs of maintenance or repair of theMining Installations.
 7.8
        ThePurchasershall provide theSellerwith access to the real estate, necessary to perform the operations referred to in Section 7.1, and the right to use this real estate for a period no shorter than the term of theAgreement.
 7.9
        ThePurchasershall conduct, using its own resources but for and on behalf of theSeller, administrative proceedings aimed at obtaining all permits and approvals necessary to construct and operate theMining Installations, except for theProduction Concession.
 7.10
        ThePurchasershall construct, at its own expense, theGas Offtake Systemand theMining Installationsnot covered by the provisions of Section 7.1, by 1 December 2008.
 7.11
        Immediately after the termination of thisAgreement, thePurchasershall shut down and remove theGas Offtake Systemand theMining Installationsowned by thePurchaser, and shall reclaim the land, at its own expense, subject to the provisions of Sections 5.3 and 8.3.
 7.12
        Once the production has been ended, theSellershall shut down and remove theWell Installations, subject to Sections 5.3 and 8.3.
  7    V QUALITY OF GAS. WELL FLUIDS §8 8.1
        The pressure and chemical composition of theGasat theDelivery Pointshall depend on the field and production conditions. TheSellershall not be obliged to treat theGasin any way. ThePurchaserrepresents that it enters into theAgreementbeing fully aware of the uncertainty of the quantitative and qualitative parameters of theGas(including the calorific value) and shall not raise any claims or objections on this account against theSelleror parties
acting for theSeller, and shall not evade the performance of theAgreement, subject to the provisions of Sections 5.3 and 8.3.
 8.2
        If any of the parameters covered by theQuality Specificationchanges, theSellershall notify thePurchaserof the fact immediately after becoming aware of the change, or shall procure such notification by theOperator.
 8.3
        If the qualitative parameters of theGasmake it unsuitable for treatment in theGas Offtake System,or make such a treatment uneconomical, thePurchasermay request theSellerto end production from theGrabówka Field,or to terminate theAgreement, and theSellershall not unreasonably reject such a request. If the production is ended, or thisAgreementis terminated on the basis of this provision, thePurchasershall be obliged to cover the costs of the wells plugging and abandonment and costs of shutting down and removal of the remainingMining Installations, to the extent that the cost of these operations are not covered by the funds deposited in the mining establishment liquidation fund created in accordance with applicable laws. In addition, thePurchasershall repay theSellerthe costs relating to the premature termination of agreements with third parties (and in particular with theOperator) resulting from the termination of production or of theAgreement. If production is terminated in this way, the provisions of Section 3.4 shall apply,mutatis mutandis. If theAgreementis terminated without the termination of production, thePartiesshall in good faith negotiate the conditions of theSellertaking over or using theMining Installationsowned by thePurchaser.
 §9 9.1
        ThePurchasershall off-take, on an on-going basis, all well fluids extracted from theGrabówka Field, directly from the wellhead.
 9.2
        ThePurchaseragrees to utilise all fluids extracted from theGrabówka Field, including condensate and water, at its own cost and effort, in accordance with the relevant regulations, and shall, among other things, obtain all the relevant permits and pay the necessary fees. Therefore, theSellertransfers the ownership of well fluids to thePurchaserwithout a separate remuneration.
 9.3
        The ownership of well fluids shall pass to thePurchaserat the time the fluids pass the wellhead exit valve.
  8    VI DELIVERY POINT §10 10.1
        All theGasshall be delivered by theSellerand taken by thePurchaserat theDelivery Point.
 10.2
        At theDelivery Point:
 (a)
        the title to theGas;
 (b)
        the benefits and burdens related to the title to theGas;
 (c)
        the risk of loss or quality deterioration of theGas;
 (d)
        all risks related to the physical and chemical properties of theGas;
 shall pass from theSellerto thePurchaser. 10.3
        Appendix No. 1 includes a description of theMetering Systemand of theDelivery Point.TheMetering Systemshall be installed downstream of theDelivery Pointon thePurchasersside. Appendix No. 1 specifies the methods and procedures for taking measurements of the quantity and other relevant parameters of theGas. All issues related to the measurement of theGasthat are not specifically addressed in Appendix No. 1 shall be governed by the company standards of the Polish Oil and Gas Company
MEASUREMENTS OF GASEOUS FUELS (4000 series).
 10.4
        TheSellershall have the right to be present, at its own expense, during the installation, reading, cleaning, replacement, fixing, inspection, examination, verification, calibration or regulation of theMetering System.
 VII MEASURING. DISPUTES REGARDING QUANTITY §11 11.1
        ThePurchasershall ensure, in accordance with § 7, that theMetering Systemis installed and maintained in good working order and condition. ThePurchasershall ensure that theMetering Systemis checked and its accuracy is verified no less than once every three months, or more frequently if required by the applicable regulations. ThePurchasershall notify theSellerof any planned checks or verification at least three (3) days in advance.
 11.2
        If any component of theMetering Systemis found to be malfunctioning, thePurchasershall ensure the repair or replacement of that component as soon as possible, and theMonthly Statementscovering the period since the previous check and verification of theMetering Systemshall be adjusted in accordance with the rules set forth in Appendix No. 1, as soon as possible.
 11.3
        Based on the adjustedMonthly Statement(s), theSellershall correct its invoices covering the relevant periods within five (5) days of the adjustment, and any resulting differences in the amounts payable shall be the settled within thirty (30) days of the adjustment. The differences shall be subject to statutory interest on the amounts overpaid or underpaid, in accordance with Article 359 of the Civil Code, from the due date of amounts invoiced incorrectly until reimbursement or payment of the amounts resulting from the adjustment, as appropriate.
 11.4
        EitherPartymay request additional checks and verification of the accuracy of theMetering Systemat any time.
  9    §12 12.1
        In the event of a dispute concerning the quantity of theGasdelivered, thePartiesshall immediately appoint anad hocpanel consisting of an equal number of (but no more than two (2)), representatives from each of thePurchaserand theSeller,which shall attempt to resolve the dispute.
 12.2
        If the panel is not appointed within five (5) days, or is unable to resolve the dispute within one (1) month from its appointment, then the dispute shall be resolved by an independent expert appointed jointly by theParties. If thePartiesfail to agree on the appointment of the expert within five (5) days from eitherPartyfirst proposing a candidate or candidates to the other, the expert shall be appointed by the Scientific and Technical Association of Oil and Gas Engineers. The cost of the experts resolution shall be covered by thePartiesequally.
 12.3
        ThePartiesagree that the resolution by the expert, pursuant to Section 12.2 above, shall be final and binding and they shall comply with it, save in case of manifest error or acting in bad faith. To avoid any doubt, the resolution by the expert shall not constitute arbitration.
 §13 13.1
        Information concerning the quantity parameters of theGassold shall be compiled in the form of statements covering everyContract Month (Monthly Statements).
 13.2.
        Monthly Statementsshall be made by theSeller,based on daily reports prepared according to the guidelines contained in Appendix No. 1, within two (2)Business Daysafter the end of theContract Monthin which the delivery occurred.
 13.3
        Monthly Statementsshall include the following information:
 (a)
        theDaily Nominated Quantitiesfor eachContract Dayof theContract Month;
 (b)
        the quantities of theGasdelivered by theSellerto thePurchaserfor eachContract Dayof theContract Month;
 (c)
        theGas Pricein respect of theGasdelivered in theContract Month;
 (d)
        details of any other charges that may arise under thisAgreement; and
 (e)
        the total amount payable by thePurchaserto theSeller.
  13.4
        If thePurchaserdisputes any quantity or amount, or any other piece of information stated in aMonthly Statement, it shall notify theSeller, providing the details, within seven (7)Business Daysfollowing the receipt thereof. In such an event, thePartiesshall communicate immediately and shall attempt to resolve the dispute within three (3)Business Days.
 13.5
        If thePartiesdo not reach an agreement within the time specified in Section 13.4 above, any dispute concerning the quantity or quality of theGasdelivered shall be resolved by an independent expert in accordance with Section 12.2 above, and any other dispute shall be resolved in accordance with §24 below.
  10    VIII PRICE §14 14.1
        Subject to other provisions hereof, thePurchasershall pay theGas Price(PGU) for all theGasdelivered and taken.
 14.2
        Gas Price(PGU) shall be expressed in PLN/1000 m3 and calculated according to the following formula:
 PGU =
        60 * K + R + Op
 Where: K = the mid-exchange rate of the Polish zloty against the US dollar, published by the President of the National Bank of Poland for the last day of theContract Monthconcerned, and if no such a rate is published for that day, the rate published for the closest subsequent day shall apply. R  a supplementary rate on account of the reduction of development costs, calculated as the product of a coefficient equaling 10-4 (ten to the power of minus four) and 1⁄2 (half) of the positive difference between the planned value of net expenditures on the development of theGrabówka Field, amounting to PLN 12,400,000 (twelve million, four hundred thousand Zloty) and the actual value of those expenditures, covered by thePurchaserin accordance with § 7 (not including the costs of constructing theGas Offtake Systemor theMining Installationsnot constitutingWell Installations) incurred up to the date of obtaining theProduction Concession. The supplementary rate R shall apply after obtaining theProduction Concession,with respect to the first 10 MM. (ten million)Nm3ofGaspurchased hereunder since the beginning of theContract Monthfollowing the month in which theProduction Concessionis obtained. Once thePurchaserhas purchased 10 millionNm3ofGas, starting from theContract Monthspecified above, the supplementary rate R shall be zero with respect to further quantities ofGas.  If the difference referred to above is negative, the supplementary rate R shall be zero. Op  a supplementary rate on account of the Operators operating costs calculated for eachContract Yearas the quotient of theOperatorstotal remuneration in the givenContract Yearand the quantity ofGassold under theAgreementin the same period (expressed in thousandNm3), provided that the Op rate applicable in eachContract Yearshall be calculated on the basis of the costs and sales planned bySellerfor the givenContract Year.Within
15 days of the lapse of theContract Year, theSellershall present thePurchaserwith a calculation based on actual figures, and the difference, if any, shall be settled in the invoice for the followingContract Month. 14.3
        Numbers used in the calculation of theGas Priceshall be rounded up or down to the fifth (5) decimal place, and the resultingPGUvalues shall be rounded up or down to the second (2) decimal place. Numbers shall be rounded down if the digit subject to rounding is in the range between 0 and 5 inclusive, and shall be rounded up if the digit subject to rounding is in the range between 6 and 9.
 14.4
        TheGas Priceand all other amounts stated herein are net of VAT, excise, any similar tax or public charges. ThePurchasershall pay theSeller(or the relevant tax administration, if so required by the applicable regulations) all amounts due in respect of the VAT, excise and any other indirect or similar taxes or public charges imposed with respect to the delivery and sale of theGashereunder.
  11    14.5
        To the extent not covered by Section 14.4, theSellershall be responsible for the payment of the royalties in accordance with the Geological and Mining Law (subject to § 7), as well as all taxes or any other public charges imposed in respect of the recovery, production, processing, transportation, supply or sale of theGasto theDelivery Point, and thePurchasershall be responsible for the payment of all taxes or any other public charges charged or imposed in respect of theGasdownstream of theDelivery Point.
 IX INVOICING AND PAYMENTS §15 15.1
        Invoices shall be issued within ten (10)Business Daysafter the end of eachContract Month,based on theMonthly Statementsand taking into account any adjustments thereto that may have been agreed upon and made by theParties.
 15.2
        The amounts due shall be paid by wire transfer from the bank account of thePurchaserto the bank account notified in writing by theSeller,within fourteen (14) days following receipt of the original invoice by thePurchaser.
 15.3
        Each of thePartiesrepresents to the other that it is a VAT payer.
 15.4
        ThePurchaserauthorises theSellerto issue invoices without thePurchasers signature.
 §16 16.1
        Payment shall be deemed to be made on the date of crediting the bank account of the recipient.
 16.2
        If any of thePartiesdefaults in its payment obligations hereunder, it shall pay the otherPartyinterest on the amount in default at a rate equal to the statutory rate established pursuant to Article 359 of the Polish Civil Code, calculated for each day of the default. If the statutory rate ceases to be published, the applicable rate shall be agreed upon by thePartiesin an annex hereto. Interest for default shall be payable against an appropriate accounting document.
 16.3
        ThePartiesshall notify each other of any changes in the description or the number of their respective bank accounts, and their notice shall specify both the former and the current account details. APartythat defaults in these obligations shall indemnify the other for all losses resulting from the default.
 §17 17.1
        Any complaints regarding invoices must be made in writing within ten (10)Business Daysafter receipt.
 17.2
        If the complaint refers to a manifest error (e.g. a mathematical error or a manifestly exorbitant amount), then thePartyreceiving the invoice shall be authorised to calculate the correct amount and pay such correct amount only within the time specified in Section 15.2, provided that it gives the issuingParty, no later than on the date of payment, a written notice explaining its calculation. The latterPartyshall issue a correction invoice without any delay, after agreeing the correct amount with the former.
 17.3
        If anyPartydisputes an invoice for reasons other than those stated in Section 17.2, it shall pay the undisputed amount, if any, within the time specified in Section 15.2 and shall undertake steps aimed at the resolution of the dispute in accordance with §12 or §24 hereof, depending on the nature of the dispute.
  12    17.4
        If a dispute arises out of any matter in this Chapter IX, thePurchasershall have the right, at reasonable hours upon giving reasonable notice, to examine the books, records and charts of theSellerto the extent necessary to verify the accuracy of anyMonthly Statementor any charge or computation made pursuant to any provisions of thisAgreement. If any such examination reveals an inaccuracy in anyMonthly Statement,theSellershall adjust such statement promptly. Any examination of the books, records and charts of theSellerby thePurchasershall be carried out at the sole cost and expense of thePurchaser, unless such examination reveals an inaccuracy in anyMonthly Statementwhich results in a repayment by theSellerto thePurchaserof amounts in excess of one (1) percent of the total amount specified as being payable in the relevant statement, in which case theSellershall also reimburse thePurchaserfor its costs and expenses incurred in carrying out the examination.
 17.5
        Neither a complaint concerning an invoice other than with respect to an issue referred to in Section 17.2 above, nor the occurrence of any dispute referred to in Section 17.3 above, shall release aPartyfrom its duty to timely pay any undisputed amounts due.
 17.6
        The provisions of this Chapter IX shall also apply,mutatis mutandis, to payment against, and complaints concerning, other accounting documents.
 X OPERATOR. PRODUCTION CONCESSION §18 18.1
        Subject to the public procurement regulations in force, theSellershall enter into an agreement for the performance of the function of theOperatorwith an entity nominated by theSellerand approved by thePurchaser.
 18.2
        If theOperatoris a company affiliated with thePurchaser(within the meaning of the Commercial Companies Code) or other entity controlled by thePurchaser, theSellershall not be liable for anyBreachcaused by theOperators act or omission.
 18.3
        TheSellershall prepare a development plan for theGrabówka Fieldin accordance with the applicable regulations and shall apply for theProduction Concessionwithin a period enabling the issue of this concession before the expiry of the permitted trial production under theExploration Concession, unless thePartiesagree that the production should be shut down upon the expiry of this period at the latest.
 XI PLANNED MAINTENANCE WORK §19 19.1
        In anyContract Year,each of thePartiesshall be entitled to conductPlannedMaintenance Workin accordance with a mutually agreed schedule, provided that the total duration of thePlanned Maintenance Workof eitherPartyshall not exceed fourteen (14)Contract Daysin anyContract Year. If eitherPartyexpects to require a longer period than fourteen (14)Contract Daysto performPlanned Maintenancein anyContract Year, it shall request the other to allow an extended period and the otherPartyshall not refuse its consent unreasonably.
 19.2
        If no schedule is agreed for a givenContract Year, each of thePartiesshall carry out itsPlanned Maintenance Workin the second half of August.
 19.3
        In addition, thePartiesshall inform each other, in writing, of the date of commencing anyPlanned Maintenance Work, no less than fourteen (14) calendar days in advance.
 19.4
        During the period of thePlanned Maintenance Work, eachPartyshall have the right to interrupt or decrease, as appropriate, the delivery or take of theGas,if necessary.
  13    XII TERMINATION §20 20.1
        TheAgreementshall terminate:
 (a)
        on theProduction ClosureDay;
 (b)
        upon notice of eitherParty, whicheach Party is entitled to give if theProduction Concessionexpires or is terminated and is not replaced or otherwise remedied within six (6) months; provided that if the expiry or termination is due to eitherPartys fault, that shall constitute aBreach; or
 (c)
        as specified in Sections 5.3, 8.3 and 21.2.
 20.2
        Termination of theAgreementshall be without prejudice to anyPartys receivables, rights, remedies or claims based hereon, and shall not affect any obligations that are expressly stated to survive termination.
 §21 21.1
        If any of the following circumstances occur:
 (a)
        aPartyfails to pay to the other an amount due and payable hereunder, unless reasonably disputed, if the default continues for at least sixty (60) days and the amount in default is at least equal to the ten (10) times theMaximum Hourly Takemultiplied by theGas Priceapplicable as of the first day of thatContract Year;or
 (b)
        aPartybecomes insolvent, or enters into proceedings aimed at arrangements with its creditors pursuant to the laws governing bankruptcy and recovery proceedings, or enters into liquidation;
 the otherPartymay terminate thisAgreementpursuant to Section 21.2 below. 21.2
        ThePartyentitled to terminate theAgreementfor reasons specified in Section 21.1 above, shall give the other a reasoned and properly documented written notice specifying the reasons and date of termination of theAgreement. The termination date cannot be earlier than thirty (30) days after delivery of the notice to the otherParty. ThePartyproviding the other with a notice of termination shall be entitled to immediately suspend the delivery or offtake ofGas, as applicable. During the notice period, thePartiesshall attempt to remedy the reasons and effects of the termination event. If these efforts are unsuccessful, or if they cannot be successful for objective reasons, theAgreementshall terminate on the day specified in the notice, or on such other day as thePartiesmay agree.
 XIII FINAL PROVISIONS §22 22.1
        In addition to theAgreement, relationships between theSellerand thePurchasershall be governed by:
 (a)
        The Geological and Mining Law of 4 February 1994 (Dz. U. No. 27, Item 96, as amended);
 (b)
        The Ordinance of the Minister of the Economy dated 28 June 2002 concerning health and safety at work, operations management and specialised fire protection in mining establishments extracting minerals through wells (Dz.U. No. 109, Item 961);
  14    (c)
        The Ordinance of the Minister of the Economy dated 11 August 2000 concerning inspections conducted by energy enterprises (Dz. U. No. 75, Item 866);
 (d)
        The Civil Code dated 23 April 1964 (Dz. U. No. 16, Item 93, as amended);
 (e)
        The Law on Measurements of 11 May 2001 (Dz. U. of 2004 No. 243, Item 2441, as amended);
 §23 23.1
        Unless thisAgreementspecifically states otherwise, eachPartyshall be liable to the other for a failure to act with due care in performing its obligations.
 23.2
        Unless liability for the givenBreachis excluded by the provisions hereof, or by applicable law, then the injuredPartycan claim compensation for documented damages resulting directly from suchBreach, excluding loss of profit (lucrum cessans). In any event, the aggregate liability of eitherPartyin respect of any suchBreach(otherthan a default of any express payment obligations) occurring in anyContract Yearshall be limited to PLN 12,400,000 (twelve
million, four hundred thousand Zloty).
 §24 24.1
        ThePartiesshall attempt to resolve all disputes arising out of or in connection with thisAgreementby direct negotiations. If thePartiesdo not resolve the dispute within three (3) months from the delivery of eitherPartys invitation to negotiations to the other, the dispute shall be resolved by arbitration under the UNCITRAL Arbitration Rules in force at the time the notice to enter into arbitration is delivered by eitherPartyto the otherParty.
 24.2
        The arbitral tribunal shall consist of three (3) arbitrators. EachPartyto the dispute shall appoint one (1) arbitrator. The two arbitrators appointed by thePartiesshall, by agreement, appoint the third arbitrator. In default of an agreement within fourteen (14) days, onePartyto the dispute may require the appointment of the third arbitrator, in which case the third arbitrator shall be appointed by the President of the Polish Arbitration Association (Prezes Polskiego Stowarzyszenia Sadownictwa Polubownego).
 24.3
        The venue of arbitration proceedings shall be Warsaw. The majority decision of the arbitral tribunal shall be final and binding upon theParties.
 24.4
        Without prejudice to Sections 17.2 and 17.3, the existence of any dispute shall not excuse eitherPartys performance of its obligations hereunder.
 24.5
        The provisions of this §24 shall survive the termination of thisAgreement.
 24.6
        If thePartiesagree on any interpretation of thisAgreement,such an interpretation shall become binding thereon once signed by all theParties.
 §25 25.1
        Any transfer to a third party of the rights and obligations arising hereunder without the consent of the otherPartyshall be null and void, unless permitted under the provisions below.
 25.2
        Any monetary receivables accruing hereunder shall be freely assignable.
 25.3
        EitherPartyshall be entitled, without the prior consent of the other, to assign, pledge or establish another security interest in all or any of their rights, interests, benefits and obligations under thisAgreementto a bank or another financial institution, to secure the payment of any indebtedness incurred or to be incurred.
  15    25.4
        TheSellermay transfer its rights and obligations hereunder to itsAffiliate, if such transferee is, in the reasonable opinion of thePurchaser, capable of meeting the obligations of theSellerunder thisAgreement, together with any other obligations the transferee may have.
 25.5
        ThePurchasermay transfer its rights and obligations hereunder to anAffiliateor any other party, if such transferee is, in the reasonable opinion of theSeller, capable of meeting the obligations of thePurchaserunder thisAgreement, together with any other obligations the transferee may have.
 25.6
        ThePartytransferring its rights and obligations shall not be released from its obligations under theAgreement, unless and until the transferee takes over (subject always to the otherPartysconsent, which shall not be unreasonably withheld), by way of a written instrument, all obligations arising under thisAgreementin relation to the otherParty.
 §26 EachPartyshall, and shall cause its and itsAffiliatesdirectors, officers, employees and agents (jointly called below Representatives) to keep in strict confidence all information and data furnished or obtained pursuant to thisAgreement, including the terms and conditions of thisAgreement, except as and to the extent that the otherPartyconsents in writing to the disclosure of such data, information or terms. The above shall not apply to data or information: (a)
        which, at the time of its disclosure, is in the public domain as evidenced by printed publication or otherwise, without a breach of this confidentiality obligation by fault of anyPartyor its respectiveRepresentatives;
 (b)
        which is required to be disclosed by any law (including any law applicable to anAffiliateof anyParty) or by the order of any public authority issued pursuant to the law, or the rules of any official regulated securities market on which the shares or other securities of aPartyor anyAffiliateof aPartyare listed;
 (c)
        which is obtained by aPartyfrom a third party who is lawfully in possession of such information or data and not subject to any contractual or fiduciary relationship which would preclude its disclosure;
 (d)
        required by a bank or other financial institution (and its employees, agents and consultants) that is providing, or proposing to provide, finance to thePartywishing to disclose such information, provided that the bank or financial institution has entered into a written agreement with the disclosingPartyto keep such information secret and confidential;
 (e)
        disclosed to consultants, lawyers and other advisers of thePartyprovided that such consultants have entered into a written undertaking with the disclosingPartyto keep the information disclosed to it confidential or are bound by confidentiality obligations pursuant to the laws governing their profession; and
 (f)
        disclosed to bona fide potential assignees or transferees of aPartysrights or obligations under thisAgreement,or its interest under theJoint Operating Agreement, provided that such potential assignees or transferees have entered into a written undertaking with the disclosingPartyto keep the information disclosed to it confidential.
 The provisions of this § 26 shall remain in force for a period of five (5) years after the termination of thisAgreement.  16    §27 27.1
        Except as otherwise specifically provided, all notices authorised or required between thePartiesby any of the provisions of thisAgreement, shall be in writing, in Polish, and delivered in person or by registered mail or by courier service, with acknowledgement of receipt, or by any electronic means of transmitting written communications which provides written confirmation of completed transmission. The originating notice given under any provision of thisAgreementshall be deemed delivered only when received by thePartyto whom such notice is directed, and the time for thatPartyto deliver any
notice in response to such originating notice shall run from the date the originating notice is received. Any communications shall be delivered to the following addresses of theParties(or such other address as thePartyconcerned may communicate to the other in accordance herewith):
 Purchaser:
        PL Energia S.A.
 Krzywoploty 42 72-230 Karlino Attention: Piotr Buszka, President of the Management Board
 Phone: +48 94 311 300 00 Fax: +48 94 311 300 00 Seller:
        FX Energy Poland Sp. z o.o.
 Ul. Chalubinskiego 8 00-613 WarsawPoland Attention: Zbigniew Tatys, Country Manager Phone:  +48 22 6306633 Fax:  +48 22 6306632 Each time with a copy to: FX Energy, Inc. 3006 Highland Drive # 206 Salt Lake City Utah 84106  USA Attention: Clay Newton Phone: +1 801 486 5555 Fax:
        +1 801 486 5575
 27.2
        Any amendment to the provisions of thisAgreementmust be in the form of a written annex or shall be null and void.
 27.3
        ThisAgreementconstitutes the full understanding between thePartiesand supersedes all prior negotiations, correspondence or agreements regarding the sale of gas from theGrabówka Field.
 27.4
        ThisAgreementis executed in Polish and English, in two identical counterparts of each language versions, one for each of theParties. In the event of any discrepancies between the two language versions, the Polish version shall prevail.
 27.5
        ThePartiesagree to act with due care to agree on the contents of Appendix No. 1 by o 2007. Appendix No. 1, when agreed upon and signed, shall constitute an integral part of thisAgreement,provided that any amendment thereto shall not constitute an amendment to theAgreement. Should thePartiesfail to reach an agreement and execute Appendix No. 1 by the said date, they shall meet as soon as practicable thereafter to discuss the situation and agree as to the continuation of thisAgreement.
 SELLER
        PURCHASERFX ENERGY POLAND Sp. z o.o.
        PL Energia S.A.By /s/ Zbigniew Tatys
        By /s/
   17     APPENDIX NO. 1 TECHNICAL CONDITIONS OF GAS DELIVERY Should cover the following matters: 1. Quality Specification (along with information on which changes in the Gas parameters are material changes). 2. Description and chart of the Mining Installations and Delivery Point. 3. Methods and procedures for measuring quantity and quality (including pressure and temperature) of the Gas delivered. 4. Rules for adjusting Monthly Statements if the Metering System malfunctions. 5. Guidelines for preparing daily reports constituting the basis for the Monthly Statements. 6. Gas quantity nomination procedures.  APPENDIX NO. 2 SCHEDULE OF EXPENDITURES No.
        Item
        Estimated timing
        Estimated net value, excl. VAT1
        Reworking of 3 wellheads, acidization, completion
        June - October 2007
        PLN 3,000,0002
        Acquisition of rights to geological documentation
        June 2009
        PLN 9,400,000 with possible payment by instalmentsTOTAL
        
        PLN 12,400,000
   18