POLAND 2001 AGREEMENT

         This  Agreement  (this  "Agreement")  is entered  into  effective as of
January 1, 2001 by and between FX Energy,  Inc., a Nevada  corporation,  and its
subsidiaries  and  affiliates  through  which it owns  interests and carries out
activities in Poland (collectively,  "FX Energy"), and Apache Overseas,  Inc., a
Delaware corporation,  and its subsidiaries and affiliates through which it owns
interests and carries out activities in Poland (collectively, "Apache").

                                    RECITALS

         A. Apache and FX Energy  executed an  Agreement  dated as of January 1,
1999 pertaining to Oil and Gas Operations in Poland (the "Global Agreement"), in
which the parties modified certain  provisions of their existing  agreements and
acknowledged certain additional  agreements.  The Global Agreement,  among other
things,  establishes an area of mutual interest ("AMI")  consisting of all lands
within the  Republic of Poland  except FX  Energy's  Baltic  concession.  Unless
extended by mutual agreement,  the AMI is scheduled to expire upon the latest to
occur of the  following:  (i) two years after the  effective  date of the Global
Agreement  [January  1,  2001],  and (ii) the  spudding  by  Apache  of the last
required earning well contemplated by the existing agreements between Apache and
FX Energy.

         B. Apache and FX Energy  executed an Agreement  dated as of' January 1,
2000 (the  "Poland  2000  Agreement"),  in which the  parties  modified  certain
provisions of their existing  agreements  and  acknowledged  certain  additional
agreements.  The Poland 2000  Agreement,  among other  things,  recognizes  that
Apache will carry FX Energy in 350  kilometers  of seismic.  in Blocks 410, 411,
412, 413, 414, 415, 430, 431, 432, 433, 452, and 453 (the "Carpathian Blocks").

         C. As of this date of this Agreement,  Apache's remaining commitment to
cover FX Energy's share of costs in Poland consists of the (i) drilling, testing
and abandoning of three  exploratory wells (but not the costs after the decision
to run  production  casing which shall be paid in  proportion  to  participation
interests),  and (ii) acquisition of 339 kilometers of seismic in the Carpathian
Blocks.  Apache is covering FX Energy's  share of costs incurred in thc drilling
of the (i) Tuchola l08-2 well in the Pomeranian Concession, which was spudded on
October 23,  2000,  and (ii) Annopo1  254-1 well in the Warsaw West  Concession,
which was spudded on December 11,  2000.  After  completing  the drilling of the
Tucho1a  108-2 and  Annopol  254-1  wells,  Apache's  remaining  drilling  carry
commitment balance will be one well.

         D. In  discussions  between  the  parties.  Apache  and FX Energy  have
expressed  their desire to establish a date  certain for  expiration  of the AMI
based upon  these  discussions,  Apache  and FX Energy  wish to amend the Global
Agreement as set forth herein and acknowledge certain additional agreements.

         E. Capitalized  terms used and not otherwise  defined in this Agreement
shall  have the  meanings  set  forth in the form of Joint  Operating  Agreement
Covering  Oil and Gas  Operations  in Poland (the "Joint  Operating  Agreement")
between  Apache  Poland Sp. z o.o. and FX Energy  Poland Sp. z o.o.  attached as
Annex "A" to the  letter  agreements  dated July 7, 1999  concerning  the Mining
Usufruct Areas in Poland.

<PAGE>

                                    AGREEMENT

         NOW, THEREFORE,  in consideration of the foregoing recitals,  which are
incorporated  herein  by  this  reference,  and  for  other  good  and  valuable
consideration,   the  receipt  and  legal   sufficiency   of  which  are  hereby
acknowledged, the parties hereto agree as follows.

         1.       Termination of AMI.

         (i)  Amendment of Global  Agreement.  Apache and FX Energy hereby agree
that  Article I [Area of  Mutual  Interest]  of the  Global  Agreement  shall be
amended by replacing  the second  sentence  with the  following:  "The AMI shall
expire on January 1, 2001,"

         (ii) No other AMIs.  For the  avoidance of doubt,  Apache and FX Energy
expressly  acknowledge and agree that except for the AMI described in the Global
Agreement,  no other area of mutual  interest  agreements  between Apache and FX
Energy are currently in full force and effect.

         2.       Carpathian Seismic and Establishment of Credit Balance.

         (i) Release from Obligation.  FX Energy hereby releases Apache from its
obligation to carry FX Energy in the remaining 339  kilometers of seismic in the
Carpathian Blocks. In exchange for this release,  FX Energy shall be entitled to
a credit  equal to the sum of  $932,250.  Commencing  with the current cash call
issued by Apache upon the execution of this  Agreement,  the credit will be used
to offset FX Energy's  participation  interest  share of costs and  expenditures
incurred by Apache in connection with Joint  Operations and charged to the Joint
Account.

         (ii)  Carpathian G&G Activities.  In the event the Operating  Committee
approves  a  seismic  acquisition  program  in the  Carpathian  Blocks  prior to
drilling the first  exploratory  well, FX Energy will bc responsible  for paying
its  participation  interest  share of such seismic  acquisition  and processing
costs subject to the monetary limits described in Paragraph 2(iii) below. In the
event Apache wishes to conduct  further  geological or geophysical  (non-seismic
acquisition  related)  works in the  Carpathian  Blocks prior to the  production
casing point  election in the first  exploratory  well drilled in the Carpathian
Blocks, Apache will be responsible for paying FX Energy's share of such costs.

         (iii)  Excess  Seismic  Costs.  In the  event  (i)  the  remaining  339
kilometers  of seismic is acquired  within the  Carpathian  Blocks.  and (ii) FX
Energy's participation interest share of the first 339 km of seismic acquisition
and processing costs exceeds $932,250,  Apache will be responsible for paying FX
Energy's  share of such  costs  that  exceed  $932,250.  FX Energy  will pay its
participation  interest  share of any  seismic  costs in the  Carpathian  Blocks
approved by the Operating  Committee  following the  completion of the remaining
339 kilometer seismic acquisition program.

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<PAGE>

         3. 2000 Work Program and Budget.  In accordance with Article 6.1 (B) of
the Joint  Operating  Agreement,  Apache and FX Energy  hereby  approve the Work
Program and Budget for the calendar  year  commencing on January 1, 2001, in the
form  attached  hereto as Appendix  "A";  provided  however  that the  foregoing
approval  is subject to the  following  terms and  conditions  set forth in this
Paragraph 3 and elsewhere in this Agreement:

         (i) General and Administrative  Charges.  According to the terms of the
Global Agreement and other existing agreements, FX Energy is required to pay its
share of overhead incurred by Apache in connection with Joint  Operations,  with
the FX Energy share prorated based on the number of carried wells completed as a
percentage of the total carry commitment of ten wells. The tern "overhead" means
the direct charges authorized by Section II of the Accounting Procedure [Exhibit
A to the Joint  Operating  Agreement],  which are identified in thc Work Program
and Budget as "G&A." The  parties  acknowledge  and agree that as of thc date of
this  Agreement,  FX Energy  is  required  to pay 70% of its  share of  overhead
incurred by Apache in connection with Joint  Operations  reduced by any payments
received by Apache as Operator from Polskie Gornictwo Naftowe i Gazownictwo S.A.
("POGC") and others in the nature of direct charges. Furthermore, it is possible
that in 2001 Apache may have  overhead  which is  allocable  to  Apache's  other
operations  within  the  Republic  of  Poland  and not  chargeable  to the Joint
Account.  Apache shall keep time records to support the  allocation  of overhead
charges  between Joint  Operations  and Apache's  other  operations,  unless the
Operating Committee shall agree on an alternate method of allocation.

         Thc Work  Program and Budget  contemplates  that  Apache's  General and
Administrative ("G&A") charges during the first six months of 2001 will be equal
to the sum of $1,713,500 of which FX Energy's net allocation  share is $613,900.
For the first six months of 200l,  Apache's monthly cash calls to FX Energy will
include the G&A charges set forth in the Work Program and Budget.  Following the
completion of this six month period,  an adjustment  will be made to reflect (i)
the actual G&A charges  incurred by Apache during such period in connection with
Joint Operations, and (ii) the payments received by Apache as Operator from POGC
and others in the nature of direct  charges.  For the avoidance of doubt,  it is
emphasized  that the adjustment  will further reflect any changes in G&A arising
from any revised  allocation of overhead  between Joint  Operations and Apache's
other operations for such six month period.

         The  parties   acknowledge   that  Apache's  G&A  charges  may  require
adjustment  based upon the results of the Tuchola 108-2 and Annopol 254-1 wells,
and the extended flow test of the Wilga 255-2 well, which will affect the nature
and extent of Joint  Operations  during the remainder of 2001. No later than May
15, 2000,  Apache  shall  deliver to FX Energy a revised Work Program and Budget
detailing the Joint Operations to be performed in the Republic of Poland for the
remainder of 2001. Apache and FX Energy will meet no later than June 1, 2000, to
negotiate in good faith to agree upon a level of G&A charges  commensurate  with
thc Joint  Operations  contemplated  for the last six months of 2001 and approve
such revised Work Program and Budget.

         (ii) Special  Procedure for G&A Charges.  As noted above, the principal
activities  that will be  undertaken  during  the first six  months of 2001 will
consist of the drilling of the Tuchola  108-2 and Annopo1  254-1 wells,  and the
extended flow testing of the Wilga 255-2 well. If the

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<PAGE>

Tuchola 108-2 and  Annopo1254-l  wells are  determined to be dry holes,  and the
Operating  Committee for Block 255 determines  that the Wilga 255-2 discovery is
not a viable,  economic  project,  a special  formula  for G&A  charges  will be
applied  and  remain in effect  until  the  tenth and final  commitment  well is
drilled. The amount of G&A chargeable to the Joint Account shall be equal to 11%
of Apache's total capital expenditures  incurred in connection with the drilling
of the tenth and final commitment well exclusive of goods and services tax.

         The parties  acknowledge  that this  formula will be applied only under
the limited  circumstances  identified  above,  and will not be  considered as a
precedent for determining reasonable and appropriate G&A charges for other Joint
Operations.

         4.  Special  Agreements  regarding  Further  Seismic  and  Drilling  of
Appraisal Wells.

         (i) Seismic in the Pomeranian Blocks.  Neither Apache nor FX Energy may
propose or conduct  seismic  acquisition or reprocessing  activities  within thc
Pomeranian  Blocks prior to the production  casing point election in the Tuchola
108-2 well. The tern  "Pomeranian  Blocks" means Blocks 85, 86, 87, 88, 89, 105,
108, 109, 129, and 149.

         (ii)  Seismic  in the Warsaw  West  Concession.  Neither  Apache nor FX
Energy may propose or conduct  seismic  acquisition or  reprocessing  activities
within the Warsaw West Blocks prior to the  production  casing point election in
the Annopo1  254-1 well.  The term "Warsaw West Blocks"  means Blocks 211,  212,
213, 214, 231, 232, 233, 234, 251, 252, 253, 254, and 274.

         (iii)  Pomeranian  Appraisal  Well.  Neither  Apache  nor FX Energy may
propose or conduct the  drilling  of an  appraisal  well  within the  Pomeranian
Blocks prior to the production casing point election in the Tuchola 108-2 well.

         (iv)  Warsaw  West  Appraisal  Well.  Neither  Apache nor FX Energy may
propose or conduct  the  drilling  of an  appraisal  well within the Warsaw West
Blocks prior to the production casing point election in the Annopo1 254-1 well.

         (v) Carpathian Appraisal Well. Neither Apache nor FX Energy may propose
or conduct the drilling of an appraisal well within the Carpathian  Blocks prior
to thc production casing point election in the first exploratory well drilled in
the Carpathian Blocks.

         5.       Miscellaneous.

         (i) Governing Law. This  Agreement  shall be governed by, and construed
and enforced in accordance  with,  the laws of the State of Texas without regard
to any  conflict  of law rules  that  would  direct  application  of the laws of
another jurisdiction.

         (ii)  Severability.  This  Agreement  is  severable,  such  that if any
provision of this Agreement is prohibited or  unenforceable  in any jurisdiction
such provision shall, as to such  jurisdiction,  bc ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining portions
hereof or affecting  the  validity or  enforceability  of such  provision in any
other jurisdiction.

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<PAGE>

         (iii)  Counterparts.  This  Agreement  may be  executed  in one or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

         (iv) Amendments and Prior Agreements. This Agreement shall be effective
when signed by the parties and may not be amended.  modified or assigned  except
by an instrument  executed by all of the parties. To the extent of any conflicts
or inconsistencies, and only to such extent, this Agreement supersedes all prior
agreements between Apache and FX Energy.

         (v)  Assignments.  This Agreement is binding upon the parties and their
respective successors and assigns; provided that no party may assign or transfer
any of its  rights or  delegate  any of its  duties or  obligations  under  this
Agreement without the prior consent of the other parties.

         IN  WITNESS  whereof  this  Agreement  has  been  signed  by  the  duly
authorized  representatives  of the  parties as of the day and year first  above
written.

                                                 APACHE OVERSEAS, INC.

                                                 By:/s/ John A. Crum
                                                    ------------------------
                                                    Executive Vice President

                                                 FX ENERGY, INC.

                                                 By:/s/ Andrew W. Pierce
                                                    ------------------------
                                                    Vice President

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