AGREEMENT For the Sale of Natural Gas This Agreement was signed on 29 December 2005 in Warsaw between: FX Energy Poland Sp. z o.o.with its registered office 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, Mazowiecka Spólka Gazownictwa Sp. z o.o.with its registered seat at ul. Krucza 6/14, 00-537 Warsaw, entered into the National Court Register by the District Court in Warsaw XIX Commercial Division of the National Court Register as KRS No. 0000147419, NIP 527-23-26-936, REGON 017195708, hereinafter referred to as the Purchaser or a Party, represented by: 1. Mr. Michal Szubski  President of the Management Board 2. Mr. Kazimierz Nowak  Vice-President of the Management Board RECITALS Whereas: A.TheSelleris authorised to sell gas produced from theWilga Field, as holder of the mining and usufruct and joint concession No. 33/97/L covering exploration, appraisal and production of crude oil and natural gas within concession block no. 225, onshore Poland. B.ThePurchaseris engaged in the business of trading, transmission and distribution ofGasto customers connected to the gas grid in Mazowieckie Voivodship and wishes to purchase allGasproduced from theWilga Field. C.Pursuant to theJoint Operating AgreementwithPOGC,theSelleris entitled separately to take in kind and dispose of its share ofGasproduced from theWilga Field. Pursuant to the said agreement, theSellerspercentage interest in theGasproduced from theWilga Fieldequals to 81.82 % (eighty one point eighty two per cent). D.
        ThePurchaserwishes to purchase all gas that theSelleris able to deliver from theWilga Field.
 ThePartiesacting in their best faith and with reasonable diligence negotiated thisAgreementand undertake to comply with its provisions. I GENERAL PROVISIONS AND DEFINITIONS §1 1.1.
        ThisAgreementgoverns the relationship between thePartiesin connection 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 Appendix constitutes integral part of thisAgreement:
 Appendix No. 1 - Technical conditions ofGasdelivery;    In case of any inconsistency between the main body of thisAgreementand the Appendix, the provisions of the main body shall prevail. §2 2.1
        In thisAgreement, and in any appendices or annexes thereto, the following capitalized terms shall have the following meanings:
 1/
        Contract Day- a period starting at 10:00 p.m. of any given calendar day and ending at 10:00 p.m. of the following calendar day;
 2/
        Business Day- any day other than Saturday, Sunday or another statutory holiday in Poland;
 3/
        Gas- a mix of hydrocarbons and non-flammable gaseous components including methane and nitrogen as main components, conforming to the parameters specified in §8 and in Appendix No. 1, or accepted by thePurchaserin spite of non-compliance with those parameters; for the avoidance of doubt,Gasshall not include any condensed or extracted liquid hydrocarbons that are liquid at the pressure of 101.325 kPa and at thermodynamic temperature of 273.15 K, and any residue gas remaining after the condensation or extraction of liquid hydrocarbons from such gas;
 4/
        Operating Committee- the committee established and empowered to make decisions regarding mining operations in theBlock 255pursuant to theJoint Operating Agreement;
 5/
        Contract Month- a period starting at 10:00 p.m. of the last day of the month directly preceding the given calendar month, and ending at 10:00 p.m. of the last day of the given calendar month, provided that the firstContract Monthshall commence at 10:00 p.m. of the last day of theCommissioning Periodand shall continue until the end of the same calendar month;
 6/
        Delivery Period- the period commencing on theProduction Commencement Dayand ending theProduction Closure Day;
 7/
        Operator- the party appointed as the operator ofBlock 255 Wilgapursuant to theJoint Operating Agreement;upon execution of thisAgreement,FX Energy Poland Sp. z o.o. is theOperator;
 8/
        Planned Maintenance Work- renovation, construction, maintenance and modernization work:
 (a)
        conducted by thePurchaserorOGPin theGas Network, which affects thePurchasers ability to take theGasat theDelivery Point;
 (b)
        conducted by theOperatoror theSellerin theDelivery System, which affect theSellers ability to deliver theGasto theDelivery Point(SellersPlannedMaintenance Workshall include, without limitation, any periodical gas field tests);
 9/
        Block 255- the area described in Appendix No. 1, within which theGaswill be produced from theWilga Fieldpursuant to theJoint Operating Agreement;
 10/
        Delivery Point- the agreed valve at the exit from theGas Station;
 11/
        Contract Year- a period starting at 10:00 p.m. of the last day of any calendar year and ending at 10:00 p.m. of the last day of the following calendar year, provided that:
  2    (a)
        the firstContract Yearshall commence at 10:00 p.m. on the last day of theCommissioning Periodand shall continue until 10:00 pm on last day of the same calendar year;
 (b)
        if thisAgreementterminates on any day other than December 31, the lastContract Yearshall end at 10:00 p.m. on the last day of effectiveness of theAgreement;
 12/
        Gas Station- the installations located at the mutually agreed location where theDelivery Systemconnects to the Wronow-Rembelszczyzna 500 millimeter pipeline forming part of the Polish national transmission system operated byOGP, which installations include theMetering System,used to control, measure and distribute the stream of theGas, together with any ancillary equipment, owned by the parties to theJoint Operating Agreementand operated by theOperator;
 13/
        Delivery System- installations used for the purposes of producing, processing, compressing, testing, measuring and delivering theGasto theDelivery Point, including, without limitation, theGas Station, described in Appendix No. 1;
 14/
        Gas Network the network of gas pipelines together with compression facilities and ancillary equipment owned by thePurchaser, connected and working together, used for the distribution of theGaspurchased hereunder to the customers, together with the part of the Polish national transmission system operated byOGPused for transportation ofGasfrom theDelivery Pointto that network;
 15/
        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, owned in accordance with theJoint Operating Agreementby the parties thereto;
 16/
        Agreement- this agreement, together with any future changes, modifications and supplements, which can be made in accordance herewith;
 17/
        Production Closure Day- means theContract Dayon which production from theWilga Fieldis permanently ceased, as determined by theOperating Committeein accordance with theJoint Operating Agreement;
 18/
        OGP- means OGP Gas-System Sp. z o.o. or its successors as owners and/or operators of gas transmission pipelines;
 19/
        Wilga Field- means the gas field located in the vicinity of Wilga in Mazowieckie Voivodship in Poland owned jointly by theSellerandPOGC, described in detail in Appendix No. 1;
 20/
        Delivery Commencement Day- theContract Dayon which theSellerdelivers theGasto theDelivery Pointfor the first time;
 21/
        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;
 22/
        Joint Operating Agreement- means the Joint Operating Agreement covering Block 255, dated 29 October 1999, between theSeller, Apache Poland Sp. z o.o, andPOGC, as amended; current parties to that agreement are theSellerandPOGC;
  3    23/
        Commissioning Period- means the period, no longer than 21 days, commencing on theDelivery Commencement Dayand ending on theContract Dayimmediately preceding theProduction Commencement Day;
 24/
        Force Majeure- is defined in §18 below;
 25/
        Annual Contract Quantity (ACQ)- the maximum quantity of theGasoffered by theSellerto thePurchaserin the relevantContract Year, specified in accordance with Section 5.2 below;
 26/
        Daily Contract Quantity (DCQ)- the maximum quantity of theGaswhich thePurchasercan nominate for delivery hereunder in anyContract Day, calculated by dividing theACQby the number of days in which delivery of theGasis planned in the relevantContract Year(i.e. after deducting days of thePlannedMaintenance Work);
 27/
        Daily Nominated Quantity(DNQ)- the quantity of theGasnominated by thePurchaserfor delivery in the givenContract Dayin accordance with Section 6.1 below;
 28/
        Maximum Hourly Contract Quantity (MHCC)- the maximum hourly take of gas fuel, specified in Appendix No. 1;
 29/
        Outstanding Quantity (OQ)- the quantity of theGasnot taken by thePurchaserin breach of its take-or-pay obligations hereunder, calculated in accordance with Section 7.1 below;
 30/
        Minimum Annual Contract Quantity (MACQ)- the quantity of theGasspecified in accordance with Section 6.3 below;
 31/
        Affiliate- means with respect to aParty, any entity which 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 (50) per cent of the voting rights in 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;
 32/
        Concession means jointly a mining license together with any supplementing decision of the concession authority, and mining usufruct authorizing the commercial production of natural gas from theWilga Field, held by  theSelleror theOperator,including any extension or replacement thereof;
 33/
        Breach means failure to perform or improper performance by aPartyof one or more of its obligations hereunder;
 34/
        Normal Cubic Meter (Nm3)- means the amount of gas required to fill a space of one cubic metre with an absolute pressure of one hundred and one decimal three two five kilopascals (101.325 kPa) and at thermodynamic temperature of 273.15 K; unless expressly stated otherwise, all quantities of theGasreferred to herein or specified hereunder shall be expressed inNm3.
 35/
        Annual Statement is defined in §13 below;
 36/
        Monthly Statement is defined in §13 below;
 37/
        Quality Specification the chemical parameters of theGasspecified in Appendix No. 1;
  4    38/
        POGC- Polskie Górnictwo Naftowe i Gazownictwo Spólka Akcyjna with its seat in Warsaw
 39/
        Total Field Daily Nomination is defined in Section 6.4 below.
 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).
 II CONTRACT TERM, CONDITIONS PRECEDENT AND COMMISSIONING PERIOD §3 3.1
        Pursuant to thisAgreement,theSellershall supply and sell theGasand 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 following:
 (a)
        the termination of thisAgreementin accordance with its terms; or
 (b)
        the expiration or termination of theConcession.
 3.2
        TheDelivery Commencement Dayshall not occur unless and until each of the following conditions precedent is fulfilled:
 (a)
        theSelleror theOperator, as applicable, obtains all permits and approvals from public authorities required to produce and sell theGashereunder, and all permits required to construct and operate theDelivery System;
 (b)
        theSelleror theOperator, as applicable, constructs and brings into operation theDelivery System; and
 (c)
        thePurchaserandOGPenter into a gas transmission agreement regarding transportation fromDelivery Pointto the Level-I gas stations operated by thePurchaserand supplying its distribution network.
 TheSellershall use its best efforts to ensure that the conditions in letters (a) and (b) above are satisfied as soon as possible. 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 use its best efforts to ensure that the condition in letter (c) above is satisfied by 31 March 2006. ThePurchasershall promptly notify theSellerupon becoming aware that the condition, which it is required to satisfy, as provided above, has been satisfied or becomes incapable of being satisfied. If this condition is not fulfilled by that date, thePartiesshall meet as soon as practicable thereafter to discuss the situation and agree as to the continuation of thisAgreement. 3.3
        If theDelivery Commencement Daydoes not occur by July 1, 2006 thePartiesshall meet as soon as practicable thereafter to discuss the situation and agree as to the continuation of thisAgreement.
 3.4
        In case of aForce Majeureoccurring before theDelivery Commencement Day, theDelivery Commencement Dayand theProduction Commencement Dayshall be deferred by a period equal to the duration of theForce Majeureevent.
  5    3.5
        In case of aForce Majeureoccurring during theCommissioning Period, theProduction Commencement Dayshall be deferred by a period equal to the duration of theForce Majeureevent.
 3.6
        ThePurchasershall provide theSellerwith a copy of the agreement withOGPas referred to in Section 3.2.(c), or another proof of such agreement being in place, immediately after the agreement is entered into.
 §4 4.1
        During theCommissioning Period, thePurchasershall make reasonable efforts to take all theGasoffered by theSellerand thePartiesshall cooperate and shall act diligently in order to ensure that theSellerdelivers theGasin such quantities as thePurchaseris technically capable of accepting.
 4.2
        During theCommissioning PeriodtheSellershall not be liable to thePurchaserfor any failure to supply any specific quantities of theGas, and thePurchasershall not be liable for any failure to take any specific quantities of theGasoffered. All other provisions of thisAgreementshall apply to theGasdelivered during theCommissioning Period.
 III QUANTITIES, PARTIES OBLIGATIONS §5 5.1
        TheSelleroffers to thePurchaserall of theGasproduced from theWilga Field(other than anyGasused for operations under theJoint Operating Agreement, including re-injection for pressure maintenance, gas lifting and power generation) to which it is entitled.
 5.2
        TheSellershall (or, if theSelleris not theOperator, it shall make reasonable efforts to cause theOperatorto) determine the maximum permitted lifting of gas from theWilga Fieldin the forthcomingContract Yearin accordance with the applicable regulations,referred to in Section 22.1 (b) and attached hereto as Exhibit B to Appendix No. 1, and with good petroleum industry practices, no later than 30 days prior to theProduction Commencement Dayin the
case of the firstContract Year,and no later than 4 months prior to the beginning of each subsequentContract Year. As soon as practicable following that determination, but in any event no later than 20 days prior to theProduction Commencement Dayin the firstContract Yearand no later than 3 months prior to the beginning of each subsequentContract Year,theSellershall notify thePurchaserin writing of theAnnual Contract Quantityand theDaily Contract Quantityin the forthcomingContract Year. TheAnnual Contract Quantityand theDaily Contract Quantityshall be calculated taking into account thePlanned Maintenance Work.
 §6 6.1
        ThePurchasershall notify theDaily Nominated Quantitiesto theSellerin writing in accordance with the nomination procedures specified in Appendix No. 1.
 6.2
        TheSellershall make reasonable efforts to deliver all of theGasordered by thePurchaser,andPurchasershall make reasonable efforts to take all of theGasoffered by theSeller, without prejudice to Section 6.3 below.
 6.3
        Subject to Section 7.1 below, in eachContract Year, thePurchasershall take from theSellerat least theMinimum Annual Contract Quantity (MACQ)equal to 90% (ninety per cent) of theAnnual Contract Quantityfor thatContract Yearprovided that in anyContract Yearshorter than 365Contract DaystheMACQshall be decreased pro rata to the difference between 365 and the number ofContract
Daysin such aContract Year.
  6    6.4
        Should thePurchaserpurchaseGasfrom theWilga Fieldfrom any party to theJoint Operating Agreementin addition to theSeller, thePurchasershall issue field-wide nominations for its total requirements for theGasfrom theWilga Fieldin respect of anyContract Day(a Total Field Daily Nomination) and the nomination for theSellerfor suchContract Dayshall be calculated as a share of the applicableTotal Field Daily Nominationin the proportion that theSellers participating interest share in theJoint Operating Agreementbears to the aggregate of all participating interest shares in theJoint Operating Agreement.
 6.5
        The share of theSellerin any and all under-deliveries, over-deliveries ofGasor deliveries of non-specification gas from theWilga Fieldshall be determined in the same proportion as calculated for theSellerpursuant to and in accordance with Section 6.4 above.
 IV GUARANTEED TAKE §7 7.1
        ThePurchasershall be liable to theSellerfor failure to fulfil its obligation under Section 6.3 above if in anyContract Yearthe amount of theGasactually taken by thePurchaseris lower than theMinimum Annual Contract Quantityminus the sum of all quantities of theGasduring thatContract Yearthat:
 (a)
        were not delivered to thePurchaseras a result of rejection of non-conforming gas pursuant to Section 9.2; or
 (b)
        were not delivered to or taken by reason ofForce Majeureaffecting theSelleror thePurchaser;
 and the resulting quantity of theGasnot taken inBreachof Section 6.3 shall constitute theOutstanding Quantity (OQ). 7.2
        ThePurchasershall pay theSellerfor the quantity of theGasconstituting theOutstanding Quantityan amount equal to 80 % (eighty percent) of theGas Priceapplicable to theGasdelivered on the lastContract Dayof theContract Yearwithin which the failure referred to in Section 7.1 above took place.
 7.3
        TheSellershall issue a proper accounting document for the amount payable pursuant to Section 7.2 above within 3 (three) days after issuing theAnnual Statementfor theContract Yearand the said amount shall be payable within 21 (twenty one)  calendar days after delivery of the document to thePurchaser.
 7.4
        Subject to Sections 21.3, 21.4 and 21.6, thePurchasershall be entitled to take theOutstanding Quantityat any time until theProduction Closure Daysubject to thePurchaserfirst having taken during theContract Yearan amount ofGasat least equal to the applicableMinimum Annual Contract Quantityminus the sum of all quantities ofGasthat were not delivered or taken during theContract Yearby reason ofForce Majeureaffecting theSelleror thePurchaser.Outstanding Quantitiesoccurring in differentContract Yearsshall be taken by thePurchaseron a first-in-first-out basis.
 7.5
        Subject to Sections 21.3, 21.4 and 21.6, if thePurchaserdoes not take any portion of theOutstanding Quantitieswithin the time stated in Section 7.4 above due to any reason other than non-performance or improper performance by theSellerof its obligations, then thePurchasershall cease to have any rights or claims in respect thereof.
  7    7.6
        If thePurchasertakes anyOutstanding Quantitiesin aContract Year, then theSellers invoice for theContract Monthin which any part of theOutstanding Quantityis first taken, and invoices for the remainingContract Months, if any, of thatContract Year, shall specify, among others:
 (a)
        the gross amount due which shall be the product of the entire quantity of theGasactually taken during thatContract Monthand the then applicableGas Price;
 (b)
        the amount already paid by thePurchaserto theSellerin respect of the relevant portion of theOutstanding Quantitypursuant to Section 7.2 above;
 (c)
        the net amount payable by thePurchaserbeing the difference between the amount specified under letter (a) above and the amount specified under letter (b) above.
 V QUALITY OF GAS. NON-SPECIFICATION GAS §8 8.1
        The pressure of theGasat theDelivery Pointshall be no lower and no greater than the pressure required byOGPwith respect to gas accepted for transmission. The nominal (minimum) gross calorific value of theGasdelivered shall be no lower than the minimum gross calorific value required byOGPwith respect to gas accepted for transmission, unless thePartiesagree otherwise.
 8.2
        TheGasdelivered hereunder shall conform to theQuality Specificationdetailed in Appendix No. 1.
 §9 9.1
        If the gas supplied by theSellerat theDelivery Pointdoes not conform to theQuality Specificationor the parameters specified in Section 8.1 above (non-conforming gas), theSellershall, or if theSelleris not theOperator, shall make reasonable efforts to cause theOperatorto,notify thePurchaserthereof as soon as possible and shall provide thePurchaserwith
all known details regarding the quality of the non-conforming gas and the expected timing of the non-compliance. If theSellerfails to comply with this requirement, thePurchasershall be entitled to claim reimbursement of fees paid by it toOGPfor delivery of non-conforming gas to the grid during the period prior to thePurchaserbecoming aware of the non-conformity, provided that the amount claimed may not exceed 50% of the price payable by thePurchaserfor the same amount ofGashereunder.
 9.2
        If thePurchaserbecomes of aware of delivery of non-conforming gas it shall notify theSellerthereof as soon as possible.
 9.3
        ThePurchasershall have the right to reject the delivery of any gas non-conforming to theQuality Specificationor the parameters specified in Section 8.1 above, and the quantity of gas so rejected by thePurchasershall be deemed to constitute a quantity non-delivered. Any such rejection by thePurchasershall be immediately notified by thePurchaserto theSellerin writing.
 9.4
        If thePurchaser,after being duly informed in accordance with Section 9.1 or having learnt about delivery of non-conformingGasas referred to in Section 9.2, accepts gas which does not conform to theQuality Specificationor the parameters specified in Section 8.1 above, such gas shall be considered to beGashereunder and thePurchasershall not be entitled to any price reduction and thePurchasershall not have any claims related to the quality of suchGas.
  8    9.5
        If the quality of the gas delivered continues to be non-conforming to theQuality Specificationor the parameters specified in Section 8.1 above and is being rejected by thePurchaserfor a period longer than 2Contract Days,thePartiesshall meet and negotiate in good faith to agree, as promptly as possible, on such necessary modifications to theQuality Specificationand other provisions hereof as to allow the continued performance of thisAgreement. If thePartiesfail to reach an agreement regarding
such modifications within thirty (30) days, eitherPartymay terminate thisAgreementby at least 14-day notice.
 VI DELIVERY POINT §10 10.1
        All theGasshall be delivered by theSellerto, and 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 and a chart showing the layout of theDelivery Systemincluding theGas Station(with theMetering System)and theDelivery Point.Appendix No. 1 specifies the methods and procedures for taking measurements of the quantity, quality, temperature and pressure of theGasdelivered and taken. All issues related to the measurement of the quantity and pressure of theGaswhich are not specifically addressed in Appendix No. 1 shall be governed by the company standards ofPOGCMEASUREMENTS OF GASEOUS FUELS, (4000 series), listed in Appendix No. 1 and attached thereto as Exhibit A.
 10.4
        ThePurchasershall 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 OR QUALITY §11 11.1
        TheSellershall, or if theSelleris not theOperator, shall make reasonable efforts to cause theOperatorto, install theMetering Systemat the expense of theSellerand other parties to theJoint Operating Agreementand to maintain it in good working order and condition. TheSellershall, or if theSelleris not theOperator, shall make reasonable efforts to cause
theOperatorto, check theMetering Systemand verify its accuracy no less than once every threeCalendar Months, or more frequently if required by the applicable regulations. TheSellershall, or if theSelleris not theOperator, shall make reasonable efforts to cause theOperatorto, notify thePurchaserof any planned checks or verification at least 3 (three) days in advance.
  9    11.2
        If any component of theMetering Systemis found to be malfunctioning, theSellershall, or if theSelleris not theOperator, shall make reasonable efforts to cause theOperatorto, repair or replace that component as soon as possible, and theMonthly Statementscovering the period since the previous checking and verification (and, if applicable, the relevantAnnual Statement) shall 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) and, if applicable, theAnnual Statement, theSellershall correct its invoices covering the relevant periods within 5 days of the adjustment, and any resulting differences in the amounts payable shall be the settled within 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
        Malfunction of theMetering Systemreferred to in Section 11.2 above can only occur in a situation where inaccuracies in the reading of the metering equipment exceed the permitted margins specified in Appendix No. 1 or in Exhibit A thereto, or the equipment is out of service.
 11.5
        ThePurchasermay request additional checks and verification of the accuracy of theMetering Equipmentat any time. If the checks and verification do not reveal any malfunction that exceeds the permitted margins specified in Appendix No. 1 or in Exhibit A thereto, theSellers costs shall be paid by thePurchaser, otherwise, they shall be paid theSeller.
 §12 12.1
        In case of a dispute concerning the quantity or quality of theGasdelivered, thePartiesshall immediately appoint anad hocpanel consisting of an equal number of, but no more than two, representatives of each of thePurchaserand theSeller,which shall attempt to resolve the dispute.
 12.2
        If the panel is not appointed within 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 5 days from eitherPartyfirst proposing a candidate or candidates to the other, the expert shall be appointed by the Scientifical and Technical Association of Oil and Gas Engineers. The cost of the experts resolution shall be covered by thePartiesin equal parts.
 12.3
        ThePartiesagree that the resolution by the expert pursuant to Section 12.2 above shall be final and binding and shall comply with it, save in case of manifest error or fraud. For the avoidance of doubt, resolution by the expert shall not constitute arbitration.
 §13 13.1
        Information concerning the quantity and quality parameters of theGassold shall be compiled in the form of statements covering:
 (a)
        everyContract Month (Monthly Statements); and
 (b)
        everyContract Year(Annual Statements).
 13.2.
        Monthly Statementsshall be made by theSellerbased 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.AnnualStatementsshall be made by theSellerbased on the data contained in the relevantMonthly Statementswithin five (5)Business Daysafter the end of theContract
Yearin which the delivery occurred.
  10    13.3Monthly 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)
        the average gross calorific value of theGasdelivered during theContract Month, calculated in accordance with Appendix No. 1;
 (d)
        the cumulative quantity of theGasdelivered by theSellerto thePurchaserduring theContract Yearin which theContract Monthfalls;
 (e)
        the portion (if any) of theOutstanding Quantityincluded in the quantity of theGasdelivered to thePurchaserin theContract Month;
 (f)
        the quantities (if any) of theGasnot delivered or not taken during theContract Monthas a result of (separately for each reason):
 -Force Majeure; -Planned Maintenance Work; - rejection of non-conforming gas pursuant to Section 9.2 above; (g)
        theGas Pricein respect of theGasdelivered in theContract Month;
 (h)
        the balance (if any) of theOutstanding Quantityremaining at the end of theContract Month;
 (i)
        details of any other charges that arise under thisAgreement; and
 (j)
        the total amount payable by thePurchaserto theSeller.
 13.4
        AnyAnnual Statementshall include the information, as required in Section 13.3 above with respect to theMonthly Statementsfor the lastContract Monthof theContract Year,and shall in addition specify:
 (a)
        theOutstanding Quantity(if any) occurred for thatContract Year; and
 (b)
        theGas Pricepayable for theContract Yearin respect of anyOutstanding Quantity.
 13.5
        If thePurchaserdisputes any quantity or amount, or any other piece of information stated in aMonthly StatementorAnnual 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.
 13.6
        If thePartiesdo not reach an agreement within the time specified in Section 13.5 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.
  11    VIII PRICE §14 14.1
        Subject to other provisions hereof, thePurchasershall pay theGas Price (PGU)for all theGasdelivered and taken.
 14.2
        Gas PriceforGasdelivered to thePurchaserduring aContract Monthshall be determined by the application of the following formula:
 PGU
        =
        (86% x POGC Tariff) x
        GCV39.5MJ/Nm3
 Where GCV - average gross calorific value of theGasdelivered in theContract Month, calculated in accordance with Appendix No. 1, expressed in MJ/Nm3 POGC Tariff = the gas fuel price applicable to high-methane gas sold to the class of customers which includes thePurchaseras per thePOGCpublished tariff, in PLN perNm3. Gas fuel price shall mean the fuel price alone, not including any use of grid (transmission) or administration (subscription) charges. Upon the execution of thisAgreementthe relevant reference gas is the GZ-50 gas having the gross calorific value of 39.5 MJ/Nm3, and the POGC Tariff equals 651.30 PLN/1000Nm3determined pursuant to and in accordance with the Gas Fuels Tariff No. 1/2003 as amended,
including the amendment approved by the President of URE on 14 December 2005. 14.3
        As long asPOGChas a published gas tariff including price for the GZ-50 gas, theGas Priceshall be adjusted with any change of the POGC Tariff, as of the beginning of theContract Monthimmediately following the effective date of any such change.
 14.4
        ShouldPOGCcease to have a published tariff including price for the GZ-50 gas, or should the method of calculation of that tariff price materially change, thePartiesshall meet immediately upon the request of either of them and shall negotiate in good faith a change in theGas Priceadjustment formula, so as to maintain the economic position of eachPartyunchanged and if they cannot reach an agreement within 30 days, eitherPartymay refer the matter to resolution in accordance with §24
 14.5
        Numbers used in the calculation of theGas Priceshall be rounded up or down to the fifth (5) decimal place inclusive, and the resulting PGU values 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.
 14.6
        TheGas Priceand all other amounts stated herein are net of the VAT, excise, any similar tax or public charges. ThePurchasershall pay to theSeller(or to the relevant tax administration, if so required by the applicable regulations) all amounts due in respect of the VAT and any other taxes or public charges imposed with respect to the delivery and sale of theGashereunder.
 14.7
        Without prejudice to Section 14.6 above, theSellershall pay and shall be responsible for the payment of 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 pay and shall be responsible for the payment of all taxes or any other public charges which are charged or imposed in respect of theGasdownstream of theDelivery Point.
  12    14.8
        If anyDaily Nominated QuantityofGasis in excess of theDaily Contract Quantity,thePurchasershall pay for any quantities in excess of theDCQ, if delivered, at the prevailingGas Pricedue hereunder, provided always that:
 (a)
        theSellershall be under only a reasonable endeavours obligation to deliver such quantities ofGas;
 (b)
        theSellershall not incur any liability, cost or charge to thePurchaserin respect of such quantities ofGasthat are not delivered on anyContract Day; and
 (c)
        theMinimum Annual Contract Quantityshall not be reduced by the amount of any quantities of suchGasthat are not delivered on anyContract Day.
 IX INVOICING AND PAYMENTS §15 15.1
        Invoices shall be issued within ten (10)Business Daysafter the end of eachContract Monthbased on theMonthly Statements,and taking into account any adjustments thereto which may have been agreed upon 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 theSellerwithin 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
        ThePurchaserauthorizes 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 other interest 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 to 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. APartywhich 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 manifestly exorbitant amount), then thePartyreceiving the invoice shall be authorized 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.
  13    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.
 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 StatementorAnnual Statementor any charge or computation made pursuant to any provisions of thisAgreement. If any such examination by reveals any inaccuracy in anyMonthly StatementorAnnual 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 thePurchaserunless such examination reveals any inaccuracy in anyMonthly StatementorAnnual Statementwhich results in a repayment by theSellerto thePurchaserof amounts in excess one (1) per cent 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 any 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 FORCE MAJEURE §18 18.1
        Force Majeureshall mean, subject to Section 18.2 below, any event or circumstance beyond the reasonable control of eitherPartywhich prevents the ability, in whole or in part, of aPartyto fulfil any its obligation hereunder, provided that thePartyaffected could not, in spite of acting with reasonable professional diligence, either avoid or overcome the event or its consequences, and shall include, without limitation, the following events:
 (a)
        acts of God, lightning, earthquakes, fires, storms, droughts, floods,
 (b)
        laws, acts and conduct of any public authority (whether or not in fact legally valid);
 (c)
        strikes, lockouts, other industrial disputes or industrial actions
 (d)
        wars, civil and military disturbance, blockades, embargoes, acts of terrorism;
 (e)
        epidemics and quarantine;
 (f)
        the inability to obtain, or the suspension, termination, adverse modification, interruption, or inability to renew, any permit, license, certificate, authorisation, consent or approval of a public authority.
 18.2
        The following events or situations cannot be invoked asForce Majeure:
 (a)
        the lack of funds or any economic or financial reason, such as (without limitation) inability to make a profit or achieve a satisfactory rate of return, or changes in market conditions;
 (b)
        any act or omission of a third party contractor, unless caused by an event which would constituteForce Majeurehereunder.
  14    18.3
        If by reason ofForce MajeureaPartyis rendered unable wholly or in part to carry out its obligations under thisAgreement, then the liability forBreach, as long as and to the extent that the obligations are affected by such ForceMajeure, shall be excused.
 18.4
        ThePartyaffected byForce Majeureshall immediately, no later than within three (3)Business Daysprovide the other with a written notice including the particulars of theForce Majeure, its impact on thatPartys performance of thisAgreementand its expected duration. BothPartiesshall cooperate to bring theForce Majeurecircumstances to an end, or to minimize their effects.
 18.5
        The occurrence of aForce Majeuredoes not excuse thePurchasertaking anyGasin the period preceding the occurrence (except where thePartiesare aware that theForce Majeureevent is imminent and the acceptance ofGasin such circumstances would threaten to cause irreparable damage to aPartyand carries a risk to public security) and shall not excuse payment for anyGastaken by thePurchaserin spite of theForce Majeure.
 18.6
        If an event or series of events (alone or in combination), ofForce Majeureoccur, and continue for a period in excess of one hundred and eighty (180) consecutive days, and the effect of such events is to reduce the ability of theSellerto deliver or thePurchaserto take theDCQby more than fifty (50) per cent on average during that period, then theSellerand thePurchasershall meet to agree on any amendments to the terms of thisAgreementto enable them to perform theAgreementdespite the existence ofForce Majeure. If thePartiesfail to agree within thirty (30) days of receipt of notification, then eitherPartymay terminate thisAgreementon not less than fourteen (14) days notice to the other.
 XI PLANNED MAINTENANCE WORK §19 19.1
        In anyContract Yeareach of thePartiesshall be entitled to conduct thePlannedMaintenance Workin accordance with a mutually agreed schedule provided that the aggregate duration of thePlanned Maintenance Workof eitherPartyshall not exceed 14 (fourteen)Contract Daysin anyContract Year. If eitherPartyexpects to require a longer period that 14Contract 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
        ThePartiesundertake to make all efforts to coordinate the timing of their respectivePlanned Maintenance Workwith each other and with theOperatorandOGP, so that theirPlannedMaintenance Workis conducted on the same days to the extent possible. In any event, eachPartyshall notify the other of itsPlanned Maintenance Workschedule prior to the end of the precedingContract Year.
 19.3
        In addition, thePartiesshall inform each other in writing of the date of the commencement of anyPlanned Maintenance Work, no less than 14 (fourteen) calendar days in advance.
 19.4
        During the period ofPlanned Maintenance Work, eachPartyshall have the right to interrupt or decrease the delivery or take of theGas,as necessary.
 XII TERMINATION §20 20.1
        TheAgreementshall terminate:
 (a)
        on theProduction ClosureDay;
  15    (b)
        upon notice of eitherPartyif theConcessionexpires or is terminated and is not replaced or its lack is not otherwise remedied within six months); provided that if the expiration or termination is due to eitherPartys fault, that shall constitute aBreachand Sections 21.3 and 21.4 shall then apply; or
 (c)
        as specified in Sections 9.5, 18.6 and 21.2
 20.2
        Termination of theAgreementshall be without prejudice to anyPartys receivables, rights or remedies claims based hereon, and shall not affect any obligations which 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 unless reasonably disputed and payable hereunder if the default continues for at least 60 days and the amount in default is at least equal to 10% of the relevantAnnual Contract Quantitymultiplied by theGas Priceapplicable as of the first day of thatContract Year;
 (b)
        aPartybecomes insolvent, or enters into arrangements with its creditors pursuant to the laws governing bankruptcy and composition proceedings, or enters into liquidation; or
 (c)
        theSellersells anyGasfrom theWilga Fieldto a third party without thePurchasers consent, provided that thePurchasercomplies with its obligations hereunder and is not affected byForce Majeure;
 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 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 take of theGas, 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.
 21.3
        In the event of termination prior to theProduction Closure Daydue to thePurchasersBreach, amounts payable by thePurchaserin respect of theOutstanding Quantitiesshall become payable as of the termination day, and thePurchasershall have no right to take theOutstanding Quantitiesof theGaspursuant to Section 7.4.
 21.4
        If termination occurs as a result of aBreachby theSeller, then the amounts paid by thePurchaserin respect ofOutstanding Quantitiesshall be reimbursed to thePurchaser(subject to set off with liabilities hereunder which are due and payable as of the date of termination, if any). The above shall not apply to such amounts payable in relation to theOutstanding Quantities, in respect of which:
 (a)
        theSellerhas offered to thePurchaserin-kind settlement in the form of delivery of natural gas complying with theQuality Specification,  in the quantity equal to the ratio between any part of the amounts paid by thePurchaserin respect of theOutstanding Quantitieswhich remains unsettled, and theGas Priceapplicable hereunder on the lastContract Daypreceding the termination; and
  16    (b)
        thePurchaserhas accepted such offer, provided that the offer cannot be rejected unreasonably, and if it is rejected the first sentence of Section 21.4 shall apply; and
 (c)
        the delivery of such gas takes place within twelve months following the termination.
 21.5
        If theAgreementis terminated by thePurchaserdue to reasons specified in Section 21.1(c), thePurchasershall be entitled to liquidated damages in an amount equal to theAnnual Contract Quantityfor theContract Yearin which the termination occurs multiplied by theGas Priceapplicable on the first day of the sameContract Year, in addition to thePurchasers other rights pursuant to Section 21.4.
 21.6
        If termination prior to theProduction Closure Dayoccurs as a result of an event which does not constitute aBreach, then theSellermay, at its own election:
 (a)
        reimburse to thePurchaserthe amounts paid by thePurchaserin respect ofOutstanding Quantities(subject to set off with liabilities hereunder which are due and payable as of the date of termination, if any), within eighteen months following termination of thisAgreement; or
 (b)
        deliver to thePurchaserGasfrom theWilga Fieldor another natural gas complying with theQuality Specification, in the quantity equal to the ratio between any part of the amounts paid by thePurchaserin respect of theOutstanding Quantitieswhich remains unsettled, and theGas Priceapplicable hereunder on the lastContract Daypreceding the termination, according to a delivery schedule agreed upon by theParties, or, failing such agreement, within eighteen months following the termination (provided that thePurchasermay refuse to take the gas only if it is technically unable to do so, and if it refuses, Section 21.6(a) shall apply.
 Without prejudice to Section 21.6 (a) and (b), theSellers obligations in relation toOutstanding Quantitiesspecified in this Section 21.6 shall expire on theProduction Closure Day. 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);
 (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);
 22.2
        Should any individual provisions of thisAgreementbecome void by operation of law, the validity of the other provisions of theAgreementshall not be affected thereby. ThePartiesundertake negotiate in good faith to replace the void provisions with new ones, to preserve the economic objectives of theAgreementand the original intent of theParties.
  17    22.3
        ThePartiesacknowledge that theDelivery Systemshall be owned and operated under theJoint Operating Agreement. Wherever thisAgreementobliges theSellerto undertake any action or incur any expenses with respect theMetering Systemor any other component of theDelivery System, it is understood that the action is to be undertaken and the expense incurred by all parties to theJoint Operating Agreementin accordance with their interests therein, and theSelleras party to theJoint Operating Agreementshall be liable to thePurchaserfor failure to procure the necessary steps to be undertaken and the expenses incurred.
 §23 23.1
        Unless thisAgreementspecifically states otherwise, eachPartyshall be liable to the other for failure to act with due care in performing its obligations.
 23.2
        If no liquidated damages are prescribed herein with respect to a givenBreachand liability for suchBreachis not excluded by the provisions hereof (whether regardingForce Majeureor otherwise), or by applicable law, thePartyinjured can 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 50% of the relevantAnnual Contract Quantitymultiplied by theGas Priceapplicable as of the first day of thatContract Year. For the avoidance of doubt, the limitation specified in the preceding sentence shall not apply toSellers obligations under Sections 21.4, 21.5 and 21.6.
 §24 24.1
        ThePartiesshall attempt 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 then in force upon notice by anyPartyto the otherParty.
 24.2
        The arbitral tribunal shall consist of three arbitrators. EachPartyto the dispute shall appoint one 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 decision of the arbitral tribunal, and, in the case of difference among the arbitrators the decision of the majority, shall be final and binding upon thePartiesto the dispute.
 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 upon its signature by allParties.
 §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.
  18    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.
 25.4
        TheSellermay transfer its rights and obligations hereunder to anAffiliateor any other party which becomes the assignee of its interest in theJoint Operating Agreementin accordance with the terms thereof, pro rata to the interest in theJoint Operating Agreementso assigned, if such transferee is, in the reasonable opinion of thePurchaser, capable of meeting the obligations of theSellerunder thisAgreement, together with any other obligations such 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 such transferee may have.
 25.6
        ThePartytransferring its rights and obligations shall be not be released from its obligations under theAgreementunless and until the transferee takes over (subject always to the otherPartyconsent, 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 except through breach of this confidentiality obligation by fault of anyPartyor its respectiveRepresentatives;
 (b)
        which is required to be produced by 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 disclosingPartyagreeing to 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 disclosingPartyagreeing to keep the information disclosed to it confidential or are bound by confidentiality obligations pursuant to the laws governing their profession; and
  19    (f)
        disclosed to bona fide potential assignees or transferees of aPartysrights or obligations under thisAgreementor 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 survive for a period of five (5) years after the termination of thisAgreement. §27 27.1
        Except as otherwise specifically provided, all notices authorized 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 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:
        Mazowiecka Spó3ka Gazownictwa Sp. z o.o.ul. Krucza 6/1400-537 Warsaw, PolandAttention: Micha3 Szubski  President of the Management BoardPhone: +48 22 594 39 46Fax: +48 22 594 37 46Seller:
        FX Energy Poland Sp. z o.o.Ul. Cha3ubiÑskiego 800-613 WarsawPolandAttention: Zbigniew Tatys, Country ManagerPhone: +48 22 6306633Fax: +48 22 6306632Each time with copy to:FX Energy, Inc.3006 Highland Drive # 206Salt Lake CityUtah 84106USAAttention: Clay NewtonPhone: +1 801 486 5555Fax: +1 801 486 5575
 27.2
        Any amendment to the provisions of thisAgreementmust be in the form of a written annex or shall otherwise be null and void.
 27.3
        ThisAgreementconstitutes the full understanding between thePartiesand supersedes all their prior negotiations, correspondence or agreements regarding the sale of gas from theWilga Field.
  20    27.4
        ThisAgreementis executed in Polish and English, in two identical counterparts of each language versions, one for each of theParties. In case of any discrepancies between the two language versions, the Polish version shall prevail.
 27.5
        ThePartiesagree to make best efforts to agree on the contents of Appendix No. 1 by 30 April 2006. Appendix No. 1, when agreed upon and signed, shall constitute and integral part of thisAgreementprovided 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.
        Mazowiecka Spó3ka Gazownictwa Sp. z o.o./s/
        /s/
  APPENDIX NO. 1 TECHNICAL CONDITIONS OF GAS DELIVERY Should cover the following matters: 1. Definition of Block 255 2. Definition of the Wilga Field 3. 5-year schedule of expected gas deliveries, and chemical and physical parameters of gas fuel 4. Description and chart of the Delivery System including the Gas Station and the Delivery Point 5. Methods and procedures for measuring quantity and quality (including pressure and temperature) of Gas delivered 6. Rules for adjustment of Monthly Statements/Annual Statement in case of malfunction of Metering System 7. Guidelines for preparation of daily reports constituting basis for Monthly and Annual Protocols 8. Gas quantity nomination procedures 9. Calculation of monthly average gross calorific value of the Gas 10. Principles of setting the Maximum Hourly Contract Quantity (MHCC). Exhibit A: POGC Company standards: Measuring of Gaseous Fuels, Series 4000. Exhibit B: 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)  21