Date Certain: _______________

                 AGREEMENT FOR PLEDGE OF RIGHTS AND RECEIVABLES

This agreement is made on March 9, 2001, by and between:

(1)      FX Energy  Poland Sp. z o.o. with its seat in Warsaw at 29 Jana Paw(3)a
         II Al., entered into the Commercial Register maintained by the District
         Court for the capital city of Warsaw under the number RHB 50620, having
         the share capital in the amount of PLN 10,000 and the Management  Board
         consisting  of Jerzy  Bogumi(3)  Macio(3)ek,  David  Norman  Pierce and
         Andrew Winn Pierce (hereinafter,  the "Pledgor"),  represented by David
         Norman Pierce.

         and

(2)      Rolls-Royce  Power  Ventures  Limited,  an  English  limited  liability
         company of Allington  House,  150 Victoria  Street,  London,  SW1E 5LB,
         England with  registered  no.  2916875  (hereinafter,  the  "Pledgee"),
         represented by Graeme Fairbairn, attorney-in-fact.

The foregoing parties are hereinafter individually referred to as the "Party" or
collectively referred to as the "Parties".

An excerpt from the  Commercial  Register of the Pledgor and a copy of the power
of attorney for Mr. Graeme  Fairbairn are attached to this Agreement as Schedule
No. 1.

RECITALS:

WHEREAS,  pursuant to the USD 5,000,000 Convertible Secured Note (the "Note") of
FX Energy, Inc. with its seat in Salt Lake City, Utah, USA ("FXE"),  the Pledgee
has  undertaken to make available to FXE, in two equal drawings of USD 2,500,000
and subject to the terms and conditions of the Note, a loan in the amount of USD
5,000,000.

WHEREAS,  the Note is a debt instrument,  other than bond,  issued under US law,
and it indicates the Pledgee as the creditor thereunder.

WHEREAS, the Pledgor is, indirectly, a wholly owned subsidiary of FXE.

WHEREAS,  the funds obtained by FXE from the Pledgee under the Note will be used
to finance operations of the Pledgor.

WHEREAS,  in  consideration  for the making of the loan, the Pledgor has entered
into an option  agreement  for the sale and  purchase  of natural  gas in Poland
dated the date hereof with the Pledgee.

WHEREAS,  the  Pledgor  has  undertaken  to pledge to the Pledgee the Rights and
Receivables  (as defined below) in order to secure the payment by FXE of amounts
due to the Pledgee under the Note.

<PAGE>

NOW, THEREFORE, the Parties have agreed as follows:

Article I.        Definitions.

1.       In this  agreement  the  following  capitalized  terms  shall  have the
         meanings set forth opposite them respectively:

"Agreement" -                       this agreement;

"Bankruptcy Law" -                  Title 11, U.S. Code or any similar  federal,
                                    state  or  foreign  law  for the  relief  of
                                    debtors  or  the   protection  of  creditors
                                    including the Polish  Bankruptcy Law of 1934
                                    and the Polish Law on Composition Proceeding
                                    of 1934;

"Business Day" -                    a calendar day other than  Saturday,  Sunday
                                    or  public   holidays  in  the  Republic  of
                                    Poland;

"Custodian" -                       any receiver, trustee, assignee,  liquidator
                                    or  similar  official  under any  Bankruptcy
                                    Law;

"Date Certain" -                    the date this  Agreement  is  certified by a
                                    notary,  which  certification  shall be made
                                    promptly upon its execution;

"Enforcement Notice" -              the notice referred to in Art. VI.1 hereof;

"Event of Default" -                shall  have  the  meaning  set  forth in the
                                    Note;

"FXE" -                             an entity referred to in the Recitals to the
                                    Agreement;

"Indebtedness" -                    with respect to any Person, any indebtedness
                                    of such Person,  under  contract or statute,
                                    whether  or not  contingent,  in  respect of
                                    borrowed money or evidenced by bonds, notes,
                                    debentures or similar instruments or letters
                                    of credit (or  reimbursement  agreements  in
                                    respect thereof) or representing the balance
                                    deferred and unpaid of the purchase price of
                                    any property  (including pursuant to capital
                                    leases and sale-and-leaseback  transactions)
                                    or  representing  any  hedging   obligations
                                    under  an  Exchange   Rate  Contract  or  an
                                    Interest  Rate  Agreement,  if  and  to  the
                                    extent  any  of the  foregoing  indebtedness
                                    (other  than  obligations  under an Exchange
                                    Rate Contract or an Interest Rate Agreement)
                                    would  appear as a liability  upon a balance
                                    sheet of such Person  prepared in accordance
                                    with GAAP, and also includes,  to the extent
                                    not  otherwise  included,  the  Guarantee of
                                    items which  would be  included  within this
                                    definition.  "Indebtedness" does not include
                                    accrued   operating   costs,   expenses   or
                                    liabilities,  open account advances or trade
                                    accounts payable;

<PAGE>

"Material Adverse Effect" -         an event or circumstance (or any combination
                                    thereof) which is or is reasonably likely to
                                    be materially  adverse to the ability of FXE
                                    to satisfy in full its material  obligations
                                    under  the  Note  or to the  ability  of the
                                    Pledgor  to  satisfy  in full  its  material
                                    obligations  under  this  Agreement  or  any
                                    other  Security  Agreement,   including  the
                                    perfection,  priority or  enforceability  of
                                    any  security  created  or  purported  to be
                                    created pursuant to any Security Agreement;

"Note" -                            the note referred to in the Recitals to this
                                    Agreement;

"Party" -                           a party to this Agreement;

"Parties" -                         the parties to this Agreement;

"Payment Default" -                 a payment default defined in Art. VI.2 b.(1)
                                    hereof;

"Pledge" -                          the pledge established  hereunder (Art. II.1
                                    hereof);

"Pledgee" -                         a party defined on the front page hereof;

"Pledgor" -                         a party defined on the front page hereof;

"Project Finance Debt" -            any  agreement  with CIBC and/or other banks
                                    and/or   financial   institutions  or  other
                                    entities  for the  provision  of  additional
                                    financing  in  connection   with   Pledgor's
                                    projects in Poland;

"Registered Pledge" -               a registered pledge referred to in Art. II.6
                                    hereof;

"Registered Pledge Agreement" -     an  agreement   referred  to  in  Art.  II.6
                                    hereof;

"Relevant Agreement" -              [insert description of Relevant Agreement]

"Rights and Receivables" -          any  and  all  rights,  to the  extent  such
                                    rights  are   transferable,   and  pecuniary
                                    receivables of the Pledgor  (whether  actual
                                    or  contingent)  in, to or arising under the
                                    Relevant   Agreement;    "transferable"   in
                                    relation  to  any  right  (including,  inter
                                    alia, any receivable or claim) means either:
                                    (a) there is no  prohibition on the transfer
                                    of, or no other  impediment  to,  the Pledge
                                    hereunder;   or   (b)   there   is   such  a
                                    prohibition  or  impediment  and any consent
                                    required  to  remove  such   prohibition  or
                                    impediment  has  been   obtained;

"Secured Obligations"  -            the rights and claims of the Pledgee  under:
                                    (i) the Note, and (ii) this Agreement to the
                                    extent  provided  in Art.  314 of the Polish
                                    Civil Code;

<PAGE>

"Security Period" -                 without  prejudice  to Art.  VIII.2  hereof,
                                    means  the  period  beginning  on  the  date
                                    hereof and ending on the earlier of: (i) the
                                    date  on  which  FXE  has  duly   performed,
                                    discharged  or paid the Secured  Obligations
                                    in  full,  or (ii)  the  date on  which  the
                                    Registered  Pledge has been duly and validly
                                    entered into the  register of pledges,  such
                                    entry being final in the course of the court
                                    proceedings.

2.       "Exchange Rate Contract", "GAAP", "Interest Rate Agreement",  "Person",
         "Security  Agreement" and other  capitalized  terms used herein and not
         otherwise defined herein shall have the meanings set forth in the Note.

Article II.       Pledge of Rights and Receivables.

1.       As collateral  security for the discharge,  payment and  performance of
         the  Secured  Obligations  by FXE,  the Pledgor  hereby  pledges to the
         Pledgee the Rights and Receivables (the "Pledge").

2.       To the extent  that any of the Rights  and  Receivables  which are of a
         contingent  nature  are not  automatically  pledged  by  virtue of this
         Agreement, the Pledgor shall:

          (a)     in the event the  establishment  of the  Pledge  requires  the
                  execution   of  one  or   more   other   agreements   for  the
                  establishment  of a pledge,  the Pledgor  shall enter into any
                  such agreements with the Pledgee on essentially the same terms
                  herein  within  15  Business  Days   following  the  Pledgee's
                  request, but in no event later than December 31, 2009;

          (b)     the Pledgor shall promptly undertake any and all other actions
                  reasonably  necessary or desirable to ensure the establishment
                  of, or to  evidence,  the Pledge  with  respect to each of the
                  Rights and Receivables not automatically pledged hereunder.

3.       The Pledgor  undertakes  to pledge in favour of the Pledgee any and all
         rights,  to the extent such rights will be transferable,  and pecuniary
         receivables of the Pledgor  (whether  actual,  contingent or potential)
         in, to or arising under any agreements or other instruments, other than
         the Relevant  Agreement,  entered into by the Pledgor from time to time
         during the Security Period relating to or in connection, in whole or in
         part,  with the  Pledgor's  rights  and  interests  under the  Relevant
         Agreement.  The Pledgor shall enter into any such  agreements  with the
         Pledgee on  essentially  the same terms herein  within 15 Business Days
         following  the Pledgee's  request,  but in no event later than December
         31, 2009.

4.       Whereas the amounts of certain  components  of the Secured  Obligations
         are not known at the date  hereof,  the  Secured  Obligations  shall be
         secured up to the maximum amount equal to  USD7,500,000  (seven million
         five hundred thousand United States dollars).

5.       The Pledgee may  enforce all and any of its rights in  connection  with
         the Secured Obligations and any other rights which the Pledgee may have
         under Polish law,

<PAGE>

         including,  but not  limited  to,  the right to apply to a court for an
         appropriate  enforcement title (tytu(3)  wykonawczy) in accordance with
         the provisions of the Polish Code of Civil Procedure.

6.       The Parties have entered,  on the date hereof,  into an agreement for a
         registered pledge on the Rights and Receivables (zastaw rejestrowy) for
         the benefit of the Pledgee as  collateral  security for the  discharge,
         payment  and  performance  of the  Secured  Obligations  by  FXE.  Such
         registered  pledge  shall be  established  pursuant  to, and within the
         meaning of, the Polish Law on Registered Pledge and Register of Pledges
         of December 6, 1996, on the Rights and Receivables  (respectively,  the
         "Registered Pledge Agreement" and the "Registered Pledge").

7.       The Pledgor  shall be entitled to exercise  all of its rights under the
         Relevant  Agreement  as long  as no  Event  of  Default  occurs  and no
         Enforcement Notice is delivered.

8.       The Pledgor shall ensure that the Pledge is immediately notified to the
         counterparty  under the Relevant  Agreement.  A form of notification is
         attached as Schedule No. 3 hereto.

Article III. Representations, Warranties and other Covenants of the Pledgor.

1.       The Pledgor hereby represents and warrants to the Pledgee that:

         (a)      it is duly  organized and validly  existing  under the laws of
                  the Republic of Poland;

         (b)      the  documents  which  contain or establish  its  constitution
                  include provisions,  which give power for it to own its assets
                  and carry on its business and operations as they are now being
                  conducted;

         (c)      all necessary corporate authority has been obtained and action
                  taken by it to duly execute and deliver this  Agreement and to
                  perform the transactions  contemplated in this Agreement,  and
                  this   Agreement   constitutes   valid  and  legally   binding
                  obligations  of it enforceable  against it in accordance  with
                  its terms;

         (d)      neither the signing of this  Agreement nor the  performance of
                  any transactions  contemplated within the said Agreement, does
                  or will  contravene  or constitute a default under or cause to
                  be  exceeded,  any  limitation  on it or  the  powers  of  its
                  directors imposed by or contained in:

                  (i)      any law by which it or any of its  assets is bound or
                           affected,

                  (ii)     any  document  which  contains  or  establishes   its
                           constitution, or

                  (iii)    any  agreement to which it is a party or by which any
                           of its assets is bound;

         (e)      except for (1) the  execution  hereof,  (2)  obtainment of the
                  Date Certain,  (3) the notification to the counterparty  under
                  the  Relevant  Agreement  as  referred  to in  Schedule  No. 3
                  hereto,  and (4) the  corporate  authorization  of the Pledgor
                  attached as Schedule No. 4 hereto, no authorization, approval,
                  consent, license, exemption,  registration,  recording, filing
                  or notarization and no payment of any

<PAGE>

                  duty or tax and no other action  whatsoever which has not been
                  duly and unconditionally  obtained, made or taken is necessary
                  or desirable to ensure the  validity,  legality or priority of
                  the  liabilities  and obligations of the Pledgor or the rights
                  of the Pledgee under this Agreement.

2.       The Pledgor further represents and warrants to the Pledgee that:

         (a)      the Rights and  Receivables (1) are, or upon their coming into
                  existence, will be due to the Pledgor, (2) are not disputed as
                  regards the  principal  and, if due,  the amount,  (3) are not
                  restricted by the  provisions of law or barred by the statutes
                  of limitation, (4) have not been the subject of disposal, sale
                  or any other similar  agreement,  (5) are not the subject of a
                  pledge,  including  any  registered,   regular,  statutory  or
                  Treasury  pledge,  or assignment or any other rights or claims
                  of third parties,  (6) are not secured by a mortgage or seized
                  by   execution   bodies,   (7)   are   not   subject   to  any
                  administrative,   judicial  or   arbitration   proceedings  or
                  decision,  judgment or ruling, and (8) other than any right of
                  set-off under the Relevant Agreement,  there are no objections
                  or  exceptions  to  the  Rights  and  Receivables   which  the
                  counterparty  under the Relevant Agreement could raise against
                  the Pledgor;

         (b)      the Relevant  Agreement  was validly  entered into between the
                  parties thereto and is still binding,  has not been amended or
                  terminated,   and  neither  party  therein  has  breached  it,
                  renounced it or otherwise withdrawn therefrom;  in particular,
                  all  permits  and  approvals  referred  to in Art.  7.1 of the
                  Relevant Agreement have been validly obtained; and

         (c)      it is not in  arrears  for any  payment  of any taxes or other
                  public charges.

3.       The Pledgor covenants to:

         (a)      use  reasonable  efforts to obtain,  or cause to be  obtained,
                  maintain  and  comply  with,  or  cause to be  maintained  and
                  complied  with,  and do all that is  necessary  to maintain in
                  full force and effect the terms of all government concessions,
                  approvals,  licences and permits  required in relation to this
                  Agreement  and the  Pledgor's  interests  and rights under the
                  Relevant  Agreement,  except where  failure to do so would not
                  have a Material Adverse Effect;

         (b)      comply in all  material  respects  with,  or do or cause to be
                  done,  all  acts and  things  which  may from  time to time be
                  required  under,  all  laws  (including  environmental  laws),
                  statutes,   orders,   decrees,   injunctions  and  regulations
                  applicable to or having  jurisdiction  over this  Agreement or
                  any of the  Pledgor's  interests and rights under the Relevant
                  Agreement,  except  where  failure  to do so would  not have a
                  Material Adverse Effect;

         (c)      promptly file, or cause to be filed,  all tax returns required
                  to be filed by the Pledgor and pay all taxes when due;

         (d)      comply  in  all  material   respects   with  and  perform  its
                  obligations as they fall due under the Relevant  Agreement and
                  each contract or agreement in relation thereto and meet all of
                  its other material  obligations as they fall due, except where
                  failure

<PAGE>

                  to do so would not have a Material  Adverse  Effect during the
                  whole Security Period;

         (e)      to the maximum extent  permissible  under Polish law, maintain
                  the Rights and  Receivables in full force and effect,  free of
                  any third party  claims or rights of whatever  nature and free
                  from any objections or exceptions that could be raised against
                  it or the Pledgee;

         (f)      take all steps  which are  reasonably  required  to  maintain,
                  pursue and enforce its rights under the Relevant Agreement and
                  all contracts or agreements in relation thereto,  except where
                  failure to do so would not have a Material Adverse Effect;

         (g)      do or cause to be done all such  things  as are  necessary  to
                  maintain and keep in full force and effect its  existence as a
                  legal person and all material  rights arising as a consequence
                  thereof;

         (h)      indemnify the Pledgee and keep it at all times (whether during
                  or after the Security  Period)  harmless  from and against all
                  liabilities and expenses incurred by it in connection with the
                  performance  and/or  enforcement of this Agreement  and/or any
                  rights  vested in it pursuant  hereto  except that the Pledgee
                  shall  not  be  indemnified  in  respect  of  liabilities  and
                  expenses  incurred  by  it  as  a  result  of  its  own  gross
                  negligence or wilful misconduct;

         (i)      in the  event of sale of the  Rights  and  Receivables  in the
                  course of the  enforcement of the Pledge,  execute and deliver
                  at its own  costs any  appropriate  instruments  necessary  or
                  advisable to assign the Rights and Receivables;

         (j)      upon a written request of the Pledgee,  execute and deliver at
                  its own cost such further  documents  and do such further acts
                  and  things as the  Pledgee  may  reasonably  request  for the
                  security  in  respect of the  Rights  and  Receivables  or any
                  collateral rights pursuant to Art. IV hereof; and

         (k)      promptly  furnish the Pledgee with all information  reasonably
                  requested in writing by the Pledgee  concerning the Rights and
                  Receivables  and the  Relevant  Agreement  and  promptly  give
                  notice in writing to the Pledgee of any event which might make
                  any   part   of  the   Relevant   Agreement   ineffective   or
                  unenforceable  or  which  may  result  in a  Material  Adverse
                  Effect,  as  well  as to  permit  the  Pledgee  or any  person
                  authorized by it, upon prior written  notice to make copies of
                  all  documentation  relating to the Rights and Receivables and
                  the Relevant Agreement at any time.

         To the extent  compliance  with the foregoing  covenants  would require
         actions to be taken by entities  in which the Pledgor has an  ownership
         interest or with which the Pledgor has  contracted,  the Pledgor  shall
         use its  reasonable  efforts  to  cause  such  entities  to  take  such
         necessary actions.

4.       Throughout  the term of this  Agreement  and  provided the Note has not
         been repaid in full,  the Pledgor shall not,  without the prior written
         consent of the Pledgee in each instance, cause, suffer or permit any of
         the following to occur:

<PAGE>

         (a)      to encumber or otherwise  cause,  suffer or permit any lien or
                  other  defect  in title to be filed or  recorded  against  its
                  interests  in the  Rights  and  Receivables  or  the  Relevant
                  Agreement,   except  where  Polish  law  does  not  allow  the
                  pertinent restriction to be imposed on the Pledgor;

         (b)      to incur any Indebtedness other than Project Finance Debt;

         (c)      to amend, novate,  terminate,  renounce or otherwise change or
                  eliminate the Rights and Receivables or the Relevant Agreement
                  without  the prior  written  consent of the Pledgee or default
                  under any  agreement  to which it is a party now or  hereafter
                  affecting any of its rights or interests in relation  thereto,
                  except  where such  action  would not have a Material  Adverse
                  Effect; and

         (d)      to voluntarily sell, transfer,  assign or otherwise dispose of
                  all or any portion of its interests in relation  thereto,  the
                  Rights and Receivables or the Relevant Agreement, except where
                  such  action  would not have a  Material  Adverse  Effect  and
                  except  where   Polish  law  does  not  allow  the   pertinent
                  restriction to be imposed on the Pledgor.

         To the extent  compliance  with the foregoing  covenants  would require
         entities in which the Pledgor has an  ownership  interest or with which
         the  Pledgor  has  contracted,  the  Pledgor  shall use its  reasonable
         efforts to cause such entities to refrain from taking such actions.

5.       Notwithstanding any of the provisions of this Agreement:

         (i)      the  Pledgor  shall duly  perform its  obligations  and remain
                  liable under the Relevant Agreement;

         (ii)     the Pledgee shall be under no  obligation  or liability  under
                  the Relevant  Agreement,  including the obligation to make any
                  payment under or in respect thereof; and

         (iii)    the Pledgee shall not be obliged to enforce any rights arising
                  under the Relevant  Agreement  or to make any  inquiries as to
                  the nature or sufficiency of any payment received by it.

Article IV.       Power of Attorney, Assignment.

1.       As  additional,  and unrelated to the Pledge,  collateral  security for
         payment,  performance and discharge of the Secured  Obligations by FXE,
         the  Pledgor  hereby  grants to the  Pledgee  an  irrevocable  power of
         attorney to:

         (i)      exercise  any and all rights to which the  Pledgor as party to
                  the Relevant Agreement is entitled; and

         (ii)     assign the Rights and  Receivables and receive the proceeds of
                  such an assignment.

         The  foregoing  power of attorney  constitutes  Schedule  No. 5 to this
         Agreement.

<PAGE>

2.       The Pledgee  undertakes not to exercise the authority granted under the
         power  of  attorney  referred  to in  Art.  IV.1  above,  prior  to the
         Enforcement Notice being delivered.

3.       While the  assignment  of the Rights and  Receivables  effected  by the
         Pledgee on the basis of the foregoing power of attorney will be made in
         the name of the  Pledgor,  the Pledgor  hereby  assigns to the Pledgee,
         subject  to  receipt  of any  required  foreign  exchange  permit,  the
         proceeds resulting from such an assignment, the foregoing assignment to
         constitute  an  additional,  and  unrelated  to the Pledge,  collateral
         security  for the  discharge,  payment and  performance  of the Secured
         Obligations by FXE.

Article V.        Separate Security Interest.

1.       The Parties hereby  expressly  acknowledge  and confirm that the Pledge
         and the  additional  collateral  securities  granted in Art. IV hereof,
         shall constitute a security  interest on behalf of the Pledgee separate
         from one another,  and  unrelated to one another,  and  additional  and
         unrelated to any other  security  interest which has been or shall have
         been  granted  by FXE or the  Pledgor  to the  Pledgee  to  secure  the
         discharge, performance and payment of the Secured Obligations.

2.       The  Parties  hereby  agree that the Pledgee  may  exercise  its rights
         hereunder  irrespective of its rights under any other security interest
         securing  the  discharge,   performance  and  payment  of  the  Secured
         Obligations.

3.       For the avoidance of doubt,  all types of rights granted to the Pledgee
         hereunder are  established  for the purpose of securing the  discharge,
         performance  and payment of the Secured  Obligations  and shall only be
         exercised  in  respect of the  Secured  Obligations  and other  related
         claims which may be secured by operation of law.

Article VI.       Enforcement of the Pledgee's Rights under this Agreement.

1.       Immediately upon delivery of written notice (the "Enforcement  Notice")
         by the Pledgee to the Pledgor,  the Pledgee  shall be  irrevocably  and
         unconditionally  entitled  to freely  and  fully  exercise  its  rights
         hereunder,  including  the rights  granted under Art. IV hereof and any
         other rights available to pledgees and creditors under applicable laws.

2.       An Enforcement Notice may be delivered if:

         (a)      there is an Event of Default;

         (b)      there is a default under any mortgage, indenture or instrument
                  under  which  there  may be  issued  or by which  there may be
                  secured  or  evidenced  any  Indebtedness  (including  for the
                  avoidance  of  doubt,  any  Project  Finance  Debt)  for money
                  borrowed by the Pledgor (or the payment of which is guaranteed
                  or   otherwise   secured  by  the   Pledgor),   whether   such
                  Indebtedness  or guarantee  now exists or is created after the
                  date hereof, which default:

                  (1)      is caused by a  failure  to pay when due any  amounts
                           payable on such Indebtedness  within the grace period
                           provided  for in  such  Indebtedness

<PAGE>

                           (which failure  continues beyond any applicable grace
                           period) (a "Payment Default");

                  (2)      results  in the  acceleration  of  such  Indebtedness
                           prior to its express maturity; and

                  (3)      in  each  case,  the  principal  amount  of any  such
                           Indebtedness,  together with the principal  amount of
                           any other such  Indebtedness  under  which there is a
                           Payment  Default or the maturity of which has been so
                           accelerated, aggregates US$250,000 or more;

         (c)      the  Pledgor   pursuant  to  or  within  the  meaning  of  any
                  Bankruptcy Law:

                  (1)      commences a voluntary case;

                  (2)      consents to the entry of an order for relief  against
                           it in an involuntary case in which it is the debtor;

                  (3)      consents to the  appointment  of a Custodian of it or
                           for all or substantially all of its property;

                  (4)      makes a general  assignment  for the  benefit  of its
                           creditors; or

                  (5)      generally  is  unable  to pay its  debts  as the same
                           become due or otherwise becomes insolvent;

         (d)      a court of  competent  jurisdiction  enters an order or decree
                  under any Bankruptcy Law that:

                  (1)      is for relief  against the Pledgor in an  involuntary
                           case;

                  (2)      appoints a  Custodian  for the  Pledgor or for all or
                           substantially all of its property; or

                  (3)      orders the liquidation of the Pledgor,  and the order
                           or decree remains unstayed and in effect for 60 days;

         (e)      any concession agreement,  consent,  license, permit, approval
                  or  authorization  required for the development  activities of
                  the Pledgor with respect to the Relevant Agreement is revoked,
                  suspended,  cancelled, terminated or otherwise ceases to be in
                  full force and effect,  excluding any relinquishment of rights
                  to non-producing  property  interests the Pledgor deems not to
                  be  commercially  prospective,  in each  case,  where such act
                  would have a Material Adverse Effect.

3.       The  proceeds  received by the Pledgee from  enforcement  of its rights
         hereunder  shall be applied in the order of priority  determined by the
         Pledgee.

4.       In the course of  enforcement of the rights under this  Agreement,  the
         Pledgee shall use its reasonable endeavours to maximize the proceeds of
         such  enforcement;  provided,

<PAGE>

         however, that the Pledgee may choose to enforce its rights hereunder in
         such  manner as it  reasonably  sees fit and shall not be  required  to
         spend any money or to incur any costs in any  attempt to  maximize  the
         proceeds of  enforcement,  and the Pledgee shall not be  responsible to
         FXE or the  Pledgor  for any  failure  to enforce  or to  maximize  the
         proceeds of enforcement.

5.       The  Pledgee  shall be  accountable  to the  Pledgor  only for  amounts
         actually received by the Pledgee from enforcement of the Pledge.

6.       The  Pledgee  shall not be liable to the  Pledgor or FXE as a result of
         anything done or neglected to be done by the Pledgee hereunder,  except
         that the  Pledgee  shall be liable for its gross  negligence  or wilful
         misconduct.

7.       The enforcement of the Pledgee's  rights  hereunder and the application
         of the proceeds received thereupon as aforesaid shall not cure or waive
         any default or waive,  modify or affect any notice of default under the
         Note or invalidate any act done pursuant to such notice.

Article VII.      Expense of Enforcement, Payment of Public Charges.

1.       The  Pledgor  agrees  that it shall pay any and all  duties,  taxes and
         other  public  charges  including,  but not  limited  to, any civil law
         transaction  tax and  notarial  fees,  which  shall have become due and
         payable under Polish law in connection with the execution,  performance
         and enforcement of this Agreement. Further, it shall pay to the Pledgee
         all other costs and expenses  relating to this Agreement other than the
         Pledgee's  legal  fees  and  internal  costs  in  connection  with  the
         execution of this Agreement. If any such charges, costs or expenses are
         incurred by the Pledgee,  the Pledgor  shall  reimburse the Pledgee for
         all such sums  promptly  after  receiving  from the  Pledgee a relevant
         request  accompanied  by a receipt  or other  document  evidencing  the
         payment thereof by the Pledgee.

2.       Any clause included in this Agreement obligating one Party to indemnify
         the other Party  constitutes  an agreement for release of debt (umowa o
         zwolnienie  z  d(3)ugu)  within the  meaning of Art.  392 of the Polish
         Civil Code to the extent that the duty to indemnify does not constitute
         an  obligation  to  compensate  for  damage  (obowi(1)zek   naprawienia
         szkody).

Article VIII.     Expiration of Pledge.

1.       Without prejudice to mandatory  provisions of Polish law, the Pledgee's
         rights and powers hereunder shall continue and remain in full force and
         effect  throughout the Security  Period unless the Parties hereto agree
         in writing on an earlier termination.

2.       The  Parties  agree that in the event the Pledge has expired due to the
         Registered  Pledge being duly and validly  entered into the register of
         pledges, such entry being final in the course of court proceedings, and
         in the event the Registered  Pledge has  subsequently  turned out to be
         invalid or expired  for reasons  other than FXE having duly  performed,
         discharged  or paid the Secured  Obligations  in full,  this  Agreement
         shall be deemed  re-entered  into as of the  moment of  declaration  of
         invalidity or expiration of the Registered Pledge. In such case, at the
         Pledgee's  request,  the Parties shall  immediately

<PAGE>

         confirm  in  writing  that  the  Pledge  has  been   re-established  in
         accordance with this Art. VIII.2.

3.       Promptly following payment or other satisfaction, whether by conversion
         of the  Note  to  common  stock  of FXE or  otherwise,  of the  Secured
         Obligations  in full,  the  Pledgee  shall  execute  and deliver to the
         Pledgor such releases,  notices and  terminations  of the Pledge as the
         Pledgor may reasonably request. Such releases, notices and terminations
         shall be in a form suitable for recording and filing in each office and
         location in which any notice of the Pledge is recorded or filed and may
         be so recorded and filed by the Pledgor.

Article IX.       Notices.

         All notices or other  communications  given under or in connection with
         this  Agreement  shall,  in order to be effective,  be given in writing
         and, unless  otherwise stated may be delivered  either  personally,  by
         registered mail or fax. Any such notice shall be deemed received by the
         other Party:

         (i)      in the case of personal delivery,  on personal delivery to the
                  address specified below;

         (ii)     in the case of  registered  mail,  on the date the  registered
                  mail is  indicated  by the postal  authorities  as having been
                  received by the addressee; and

         (iii)    in the  case  of fax,  on the  time  and  date  stated  on the
                  transmission  report  confirming the receipt of a given fax by
                  the addressee;  provided that if the date of  transmission  is
                  not a  Business  Day or the fax  transmission  took place on a
                  Business  Day  after  5.30  p.m.  on such day at the  place of
                  receipt, such fax shall be deemed received at the beginning of
                  the following Business Day.

The addresses and facsimile numbers of the Parties are as follows:

           for the Pledgor:

           FX Energy Poland Sp. z o.o.
           Al. Jana Paw(3)a II 29
           00-867 Warsaw, Poland
           Phone: +48 22 528 9194
           Fax: +48 22 528 9191
           Attn.:  General Manager


           with a copy to:

           FX Energy, Inc.
           3006 Highland Drive, #206
           Salt Lake City, UT  84106, USA
           Phone: +1 801 486 5555
           Fax:   +1 801 486 5575
           Attn.:  Andy Pierce

<PAGE>

           or such other  address or facsimile  number as the Pledgor may notify
           to the Pledgee, giving not less than five Business Days' notice.

           for the Pledgee:

           Rolls-Royce Power Ventures Limited

           Allington House
           150 Victoria Street
           London SW1E 5LB
           England
           Phone: +44 20 7227 9000
           Fax:   +44 20 7227 9001
           Attn.:  Graeme Fairbairn

           or such other  address or facsimile  number as the Pledgee may notify
           to the Pledgor, giving not less than five Business Days' notice.

Article X.        Saving of Rights.

         The failure of the Pledgee to enforce any of its rights hereunder or to
         require the  performance  of any  provision  of this  Agreement  or its
         waiver  of  any  breach  under  this  Agreement  shall  not  prevent  a
         subsequent enforcement of such right or term, nor be deemed a waiver of
         any subsequent breach of any of the terms hereof.

Article XI.       Invalidity of any Provision.

         If  any  provision  of  the  Agreement  becomes  invalid,   illegal  or
         unenforceable  in any respect under any law, the validity,  legality or
         enforceability  of the  remaining  provisions  shall  not in any way be
         affected or impaired.

Article XII.      Applicable Law.

         This Agreement shall be governed and interpreted in accordance with the
laws of the Republic of Poland.

Article XIII.     Entire Agreement. Interpretation.

1.       This  Agreement  supersedes  any prior  agreements  and  understandings
         between the Parties hereto with respect to subject matter hereof and is
         the  complete  agreement  of the  Parties  hereto  with  respect to the
         subject matter hereof, except for the Registered Pledge Agreement.

2.       In the Agreement,  unless the contrary  intention  appears, a reference
         to:

         (a)      a  provision  of law or  regulation  is a  reference  to  that
                  provision as amended or subsequently substituted;

<PAGE>

         (b)      an Article or a Schedule  is a  reference  to a clause of or a
                  Schedule to this Agreement;

         (c)      any  person  includes  any  individual,  partnership  or legal
                  person and such  reference  shall also  include a reference to
                  its successors and assigns;

         (d)      any assets includes,  unless the context  otherwise  requires,
                  present and future assets; and

         (e)      the Note or any other  document is a reference  to the Note or
                  such other documents as amended, novated or supplemented.

3.       Words importing the singular shall include the plural and vice versa.

Article XIV.      Amendments.

         Any and all amendments and additions to this Agreement shall be invalid
         unless made in writing with a notarized date certain.

Article XV.       Assignment.

         The Pledgee  shall have the right to assign or transfer  all or part of
         its rights  hereunder  to any third party;  provided  that the Note has
         been, or  concurrently  will be, validly  assigned to such third party,
         and  provided  that the  assignee  or  transferee  expressly  agrees in
         writing to the Pledgor to be bound by the terms of this Agreement.  The
         Pledgor  shall not have the right to assign or  transfer  either all or
         part of its  rights  hereunder  to any third  party  without  the prior
         written consent of the Pledgee.

Article XVI.      Headings.

         All headings in this Agreement are inserted  solely for  convenience of
         reference  and shall be given no effect in the  interpretation  of this
         Agreement.

Article XVII.     Language.

         This Agreement has been made in the English and Polish  languages.  All
         notices or communications  under this Agreement shall be in the English
         language,  or if in any other  language,  accompanied  by a translation
         into  English.  In the event of any  conflict  between  the English and
         Polish versions, the Polish language version shall prevail.

Article XVIII.    Dispute Resolution.

1.       All disputes  arising out of this  Agreement  or  connected  therewith,
         shall be amicably settled by the Parties in good faith negotiations. If
         any dispute  hereunder is not resolved amicably within 30 days from the
         date of a pertinent  request by a Party,  it will be settled finally by
         the Arbitration Court at the National Chamber of Commerce.

2.       The  arbitration  shall be conducted in Warsaw in  accordance  with the
         Arbitration  Rules of the Arbitration  Court at the National Chamber of
         Commerce, subject to the following stipulations.  The proceedings shall
         be conducted in the English  language.

<PAGE>

         The  arbitration  court  shall be composed  of three  arbitrators,  one
         appointed by the claimant(s),  one appointed by the  defendant(s),  and
         one appointed  jointly by the arbitrators  appointed by the claimant(s)
         and  defendant(s).  The third  arbitrator  shall chair the  arbitration
         court.  If any  of the  Parties  to a  dispute  fails  to  appoint  its
         arbitrator within the period specified in the arbitration rules, or the
         two arbitrators fail to appoint the chairman of the arbitration  panel,
         then the Chairman of the Arbitration  Court at the National  Chamber of
         Commerce in Warsaw shall act as an  "appointing  authority"  within the
         meaning of the arbitration  rules. The arbitration award shall be final
         and enforceable in any court of competent  jurisdiction and the Parties
         agree to comply with it voluntarily within 10 days from its receipt.

3.       The provisions of this Article XVIII  constitute an arbitration  clause
         within the meaning of Art. 697 of the Polish Code of Civil Procedure.

IN WITNESS  WHEREOF,  the Parties have caused  these  presents to be executed by
their respective corporate officers thereunto duly authorized.

FX Energy Poland Sp. z o.o.

Place:            _________________

By:               _________________
Name:             David Norman Pierce
Title:            Member of the Management Board


Rolls-Royce Power Ventures Limited

Place:            _________________

By:               _________________
Name:             Graeme Fairbairn
Title:            Attorney-in-fact


<PAGE>

LIST OF SCHEDULES

Schedule 1        -        An  excerpt  from  the  Commercial  Register  of  the
                           Pledgor and a copy of the power of  attorney  for Mr.
                           Graeme Fairbairn..

Schedule 2        -        A copy of the Relevant  Agreement with all subsequent
                           amendments.

Schedule 3        -        A form  of  notice  to  the  counterparty  under  the
                           Relevant Agreement.

Schedule 4        -        Resolution of the Pledgor's sole shareholder.

Schedule 5        -        A form of power of  attorney  for the  Pledgee  [date
                           certain].




<PAGE>

               AGREEMENT FOR REGISTERED PLEDGE OF RECEIVABLES NO.

         This Agreement for Registered Pledge of Receivables is made on March 9,
2001, by and among:

(1)      PLEDGEE:

         Name:                  Rolls-Royce Power Ventures Limited
         REGON:                 -------------------
         Country:               United Kingdom
         City:                  London
         Municipality:          -------------------
         Voivodship:            -------------------
         Street:                Victoria Street
         House No.:             150
         Office No.:            -------------------
         Post Code:             SW1E 5 LB

         (hereinafter,  the "Pledgee"),  represented by Mr. Graeme  Fairbairn an
         attorney-in-fact


(2)      PLEDGOR:

         Name:                  FX Energy Poland Sp. z o.o.
         REGON:                 012659847
         Country:               Poland
         City:                  Warsaw
         Municipality:          Warszawa Centrum
         Voivodship:            Mazovian
         Street:                Jana Paw(3)a II
         House No.:             29
         Office No.:            -------------------
         Post Code:             00 - 867

         (hereinafter,  the  "Pledgor"),  represented by David Norman Pierce,  a
         Management Board member of the Pledgor.

A copy of an excerpt from the  Commercial  Register of the Pledgor and a copy of
the power of attorney for Mr. Graeme Fairbairn are attached to this Agreement as
Schedule 1.


<PAGE>

Agreement for Pledge of Rights and Receivables No. __

Page 2
--------------------------------------------------------------------------------

                                   WITNESSETH

WHEREAS,  pursuant to the USD 5,000,000 Convertible Secured Note (the "Note") of
FX Energy, Inc. with its seat in Salt Lake City, Utah, USA ("FXE"),  the Pledgee
has  undertaken to make available to FXE, in two equal drawings of USD 2,500,000
each,  and subject to the terms and conditions of the Note, a loan in the amount
of USD 5,000,000.

WHEREAS,  the Note, a debt  instrument  (other than a bond) issued in accordance
with the pertinent  laws of the United  States (an OECD  member),  indicates the
Pledgee as a creditor  thereunder,  and thus, provides for an obligation defined
under Art. 1 Sec.1 Subsec. 8) of RPL (as defined below).

WHEREAS, the Pledgor is, indirectly, a wholly owned subsidiary of FXE.

WHEREAS,  the funds obtained by FXE from the Pledgee under the Note will be used
to finance operations of the Pledgor.

WHEREAS,  in  consideration  for the making of the loan, the Pledgor has entered
into an option  agreement  for the sale and  purchase  of natural  gas in Poland
dated the date hereof with the Pledgee.

WHEREAS, the Pledgor has undertaken to pledge in favor of the Pledgee the Rights
and  Receivables (as defined below) in order to secure the payment by FXE of the
amounts due to the Pledgee under the Note.

NOW, THEREFORE, the Parties have agreed as follows:

Article I.        Definitions.

1.       In this  agreement  the  following  capitalized  terms  shall  have the
         meanings set forth below:

         "Agreement"                this agreement;

         "Bankruptcy Law"           the  Polish  Bankruptcy  Law  (Decree of the
                                    President  of the  Republic of Poland  dated
                                    October 24, 1934 (Unified text dated October
                                    24,  1991  (Journal  of Laws No.  118,  Item
                                    512)),   the  Polish   Law  on   Composition
                                    Proceedings  dated October 24, 1934 (Journal
                                    of Laws No. 93,  Item 836, as  amended),  or
                                    any   similar   foreign    applicable   law,

<PAGE>

Agreement for Pledge of Rights and Receivables No. __

Page 3
--------------------------------------------------------------------------------

                                    including  Title 11, United States Code, for
                                    the relief of debtors or the  protection  of
                                    creditors;

         "Business Day"             a calendar day other than  Saturday,  Sunday
                                    or a  public  holiday  in  the  Republic  of
                                    Poland;

         "Catalogue"                the   Catalogue  of  Methods  of  Describing
                                    Subject   Matter  of   Pledge   constituting
                                    Attachment  No.  1  to  the  Decree  of  the
                                    Minister of Justice  dated  October 15, 1997
                                    on detailed  organization and maintaining of
                                    a register of pledges (Journal of Laws dated
                                    October 30, 1997, No. 134, item 892);

         "CC"                       Polish  Civil  Code  dated  April  23,  1964
                                    (Journal   of  Laws  No.  16,  Item  93,  as
                                    amended);

         "Custodian"                any receiver, trustee, assignee,  liquidator
                                    or  similar  official  under any  Bankruptcy
                                    Law;

         "Enforcement Notice"       the notice referred to in Art. V.1 hereof;

         "Event of Default"         shall  have  the  meaning  set  forth in the
                                    Note;

         "FXE"                      an entity referred to in the Recitals to the
                                    Agreement;

         "Indebtedness"             with respect to any Person, any indebtedness
                                    of such Person, under a contract or statute,
                                    whether  or not  contingent,  in  respect of
                                    borrowed money or evidenced by bonds, notes,
                                    debentures or similar instruments or letters
                                    of credit (or  reimbursement  agreements  in
                                    respect thereof) or representing the balance
                                    deferred and unpaid of the purchase price of
                                    any property  (including pursuant to capital
                                    leases and sale-and-leaseback  transactions)

<PAGE>

Agreement for Pledge of Rights and Receivables No. __

Page 4
--------------------------------------------------------------------------------

                                    or  representing  any  hedging   obligations
                                    under  an  Exchange   Rate  Contract  or  an
                                    Interest  Rate  Agreement,  if  and  to  the
                                    extent  any  of the  foregoing  indebtedness
                                    (other  than  obligations  under an Exchange
                                    Rate Contract or an Interest Rate Agreement)
                                    would  appear as a liability  upon a balance
                                    sheet of such Person  prepared in accordance
                                    with GAAP, and also includes,  to the extent
                                    not  otherwise  included,  the  Guarantee of
                                    items which  would be  included  within this
                                    definition.  "Indebtedness" does not include
                                    accrued   operating   costs,   expenses   or
                                    liabilities,  open account advances or trade
                                    accounts payable;

         "LRP"                      the Law on Registered  Pledge of December 6,
                                    1996 of the  Republic of Poland  (Journal of
                                    Laws No. 149, item 703, as amended);

         "Material Adverse Effect"  an event or circumstance (or any combination
                                    thereof) which is or is reasonably likely to
                                    be materially  adverse to the ability of FXE
                                    to satisfy in full its material  obligations
                                    under  the  Note  or to the  ability  of the
                                    Pledgor  to  satisfy  in full  its  material
                                    obligations  under  this  Agreement  or  any
                                    other  Security  Agreement,   including  the
                                    perfection,  priority or  enforceability  of
                                    any  security  created  or  purported  to be
                                    created pursuant to any Security Agreement;

         "Note"                     the note  referred to in the Recitals to the
                                    Agreement;

         "Party"                    a party to this Agreement;

         "Parties"                  the parties to this Agreement;

         "Payment Default"          a payment default  defined in Art.  V.2b.(1)
                                    hereof;

         "Pledgee"                  the party defined on the front page hereof;

<PAGE>

Agreement for Pledge of Rights and Receivables No. __

Page 5
--------------------------------------------------------------------------------


         "Pledgor"                  the party defined on the front page hereof;

         "Project                   Finance Debt" any agreement with CIBC and/or
                                    other banks and/or financial institutions or
                                    other   entities   for  the   provision   of
                                    additional   financing  in  connection  with
                                    Pledgor's projects in Poland;

         "Relevant Agreement" -     [insert description of Relevant Agreement]

         "Regular Pledge"           a pledge referred to in Art. II.4 hereof;

         "Rights and Receivables"   any  and  all  rights,  to the  extent  such
                                    rights  are   transferable,   and  pecuniary
                                    receivables of the Pledgor  (whether  actual
                                    or  contingent)  in, to or arising under the
                                    Relevant   Agreement;    "transferable"   in
                                    relation  to  any  right  (including,  inter
                                    alia, any receivable or claim) means either:
                                    (a) there is no  prohibition on the transfer
                                    of, or no other  impediment  to,  the Pledge
                                    hereunder;   or   (b)   there   is   such  a
                                    prohibition  or  impediment  and any consent
                                    required  to  remove  such   prohibition  or
                                    impediment has been obtained;

          "Secured Obligations"     the rights and claims of the Pledgee  under:
                                    (i) the Note, and (ii) this Agreement to the
                                    extent provided in Art. 314 CC;

         "Security Period"          the  period  beginning  on the date on which
                                    the Pledge will have been  entered  into the
                                    register of pledges and ending upon the date
                                    of the  entire  expiration  of  the  Secured
                                    Obligations.

2.       "Exchange Rate Contract", "GAAP", "Interest Rate Agreement",  "Person",
         "Security  Agreement" and other  capitalized  terms used herein and not
         otherwise  defined herein shall have the meanings  ascribed  thereto in
         the Note.


<PAGE>

Agreement for Pledge of Rights and Receivables No. __

Page 6
--------------------------------------------------------------------------------

Article II.       Establishment and Subject Matter of Pledge.

1.       As a collateral security for the discharge,  payment and performance of
         the Secured Obligations by FXE, the Pledgor hereby establishes in favor
         of the Pledgee a registered  pledge on the Rights and  Receivables,  in
         accordance with Art. 2.1 of the LRP (the "Pledge").  The pledged Rights
         and Receivables shall consist of:

         (i)      receivables  of  the  following  characteristics  (within  the
                  meaning of and according to the Catalogue):

                  (A)      Name of subject matter of the pledge:

                           receivables

                  (B)      Position  Number in the Catalogue of  Description  of
                           Subject Matter of Pledge:

                           D 1

                  (C)      Features of the subject matter of the pledge:

                           feature (a)       Type of receivable

                                             non-pecuniary receivable

                           feature (b)       Parties entitled

                                             FX Energy  Poland  Sp. z o.o.  with
                                             its seat at Jana Paw(3)a 29, Warsaw
                                             00 - 867

                           feature (c)       Parties obligated

                                             Polskie    Gornictwo    Naftowe   i
                                             Gazownictwo  S.A  with  its seat at
                                             Krucza 6/14, Warsaw 00-537

                          feature (d)        Name    (description)    of   legal
                                             relationship

                                             the Natural  Gas Sale and  Purchase
                                             Agreement,   Fences  Area   Fields,
                                             Republic of Poland, entered into on
                                             December 18, 2000 by and between FX
                                             Energy   Poland  Sp.  z  o.o.   and
                                             Polskie    Gornictwo    Naftowe   i
                                             Gazownictwo S.A.

<PAGE>

Agreement for Pledge of Rights and Receivables No. __

Page 7
--------------------------------------------------------------------------------


                           feature (e)       Value of  subject matter  of pledge
                                             (nominal amount, interest rate)

                                             200,000 PLN

                           feature (f)       Type  of  collateral  security   of
                                             receivable

                                             NONE

                  (D)      Manner of marking the subject of the pledge

                           NONE

         (ii)     future  rights of the  following  characteristics  (within the
                  meaning of and according to the Catalogue):

                  (A)      Name of subject matter of the pledge:

                           other inter parties right

                  (B)      Position  Number in the Catalogue of  Description  of
                           Subject Matter of Pledge:

                           D 2

                  (C)      Features of the subject matter of the pledge:

                           feature (a)       Type (name) of right

                                             future rights

                           feature (b)       Parties entitled

                                             FX Energy  Poland  Sp. z o.o.  with
                                             its seat at Jana Paw(3)a 29, Warsaw
                                             00 - 867

                           feature (c)       Parties obligated

                                             Polskie    Gornictwo    Naftowe   i
                                             Gazownictwo  S.A  with  its seat at
                                             Krucza 6/14, Warsaw 00-537

                           feature (d)       Name   (description)    of    legal
                                             relationship

                                             the Natural  Gas Sale and  Purchase
                                             Agreement,   Fences  Area   Fields,
                                             Republic of Poland, entered into on

<PAGE>

Agreement for Pledge of Rights and Receivables No. __

Page 8
--------------------------------------------------------------------------------

                                             December 18, 2000 by and between FX
                                             Energy   Poland  Sp.  z  o.o.   and
                                             Polskie    Gornictwo    Naftowe   i
                                             Gazownictwo S.A.

                           feature (e)       Value of  subject matter  of pledge
                                             (nominal value)

                                             200,000 PLN

                           feature (f)       Type  of   collateral  security  of
                                             right

                                             NONE

         (D)      Manner of marking the subject of the pledge

                  NONE

2.       The Pledgor  undertakes to pledge via a registered  pledge in favour of
         the  Pledgee  any and all  rights,  to the extent  such  rights will be
         transferable, and pecuniary receivables of the Pledgor (whether actual,
         contingent  or  potential)  in, to or arising  under any  agreements or
         other instruments,  other than the Relevant Agreement,  entered into by
         the Pledgor from time to time during the Security Period relating to or
         in  connection,  in whole or in part,  with the  Pledgor's  rights  and
         interests  under the Relevant  Agreement.  The Pledgor shall enter into
         any such registered  pledge  agreements with the Pledgee on essentially
         same  terms  as  those  contained  herein,   within  15  Business  Days
         immediately  following the Pledgee's request but in no event later than
         December 31, 2009.

3.       Whereas the amounts of certain  components  of the Secured  Obligations
         are not known at the date  hereof,  the  Secured  Obligations  shall be
         secured up to the maximum amount equal to USD 7,500,000  (Seven Million
         Five Hundred Thousand United States Dollars).

4.       On the date hereof,  the Parties have entered into a certain  agreement
         for a regular pledge  (zastaw  zwyk(3)y) with respect to the Rights and
         Receivables  for the benefit of the Pledgee as collateral  security for
         the discharge,  payment and  performance of the Secured  Obligations by
         FXE. Such regular pledge was established pursuant to Art. 327 of CC and
         will  expire  immediately  prior  to the  registration  of  the  Pledge
         contemplated  herein,  in  accordance  with the  terms of that  certain
         pledge agreement (respectively,  the "Regular Pledge Agreement" and the
         "Regular Pledge").

5.       The Pledgor shall be entitled to exercise all of its rights as creditor
         with  regard  to the  Rights  and  Receivables,  as long as no Event of
         Default  occurs and no  Enforcement  Notice is served by the Pledgee on
         the Pledgor.

<PAGE>

Agreement for Pledge of Rights and Receivables No. __

Page 9
--------------------------------------------------------------------------------

6.       Immediately  after the  registration  of the Pledge,  the Pledgor shall
         notify,  essentially  in the form  presented  in Part I of  Schedule  3
         hereto,   the  counterparty   under  the  Relevant   Agreement  of  the
         establishment  of the Pledge,  and shall ensure that such  counterparty
         will   acknowledge   its  acceptance  of  the  terms  of  such  notice,
         essentially in the form  presented in Part II of Schedule 3 hereto,  no
         later than 30 days of the date hereof.

Article III. Representations, Warranties and other Covenants of the Pledgor.

1.       The Pledgor hereby represents and warrants to the Pledgee that:

         (a)      it is duly  organized and validly  existing  under the laws of
                  the Republic of Poland;

         (b)      the  documents  which  contain or establish  its  constitution
                  include provisions, which give power for it to own its assets,
                  and carry on its business and operations as they are now being
                  conducted;

         (c)      all necessary corporate authority has been obtained and action
                  taken by it to duly execute and deliver this  Agreement and to
                  perform the transactions  contemplated in this Agreement,  and
                  this   Agreement   constitutes   valid  and  legally   binding
                  obligations  of  the  Pledgor,   enforceable  against  it,  in
                  accordance with its terms;

         (d)      neither the signing of this  Agreement nor the  performance of
                  any transactions  contemplated  under this Agreement,  does or
                  will  contravene  or constitute a default under or cause to be
                  exceeded,  any  limitation on the Pledgor or the powers of its
                  directors imposed by or contained in:

                  (i)      any law by which it or any of its  assets is bound or
                           affected,

                  (ii)     any  document  which  contains  or  establishes   its
                           constitution, or

                  (iii)    any  agreement to which it is a party or by which any
                           of its assets is bound;

         (e)      except for (1) the execution  hereof,  (2) the notification to
                  the counterparty  under the Relevant  Agreement as referred to
                  in Schedule 3 hereto,  (3) the corporate  authorization of the
                  Pledgor attached as Schedule 4 hereto and, (4) registration of
                  the Pledge established under this Agreement in the register of
                  pledges  maintained by the competent  Polish court as required
                  under  LRP,  no  authorization,  approval,  consent,  license,
                  exemption, registration, recording, filing or notarization and
                  no payment of any duty or tax and no other  action  whatsoever
                  which has not been duly and unconditionally  obtained, made or
                  taken is  necessary  or  desirable  to  ensure  the  validity,

<PAGE>

Agreement for Pledge of Rights and Receivables No. __

Page 10
--------------------------------------------------------------------------------

                  legality or priority of the liabilities and obligations of the
                  Pledgor or the rights of the Pledgee under this Agreement.

2.       The Pledgor further represents and warrants to the Pledgee that:

         (a)      the Rights and  Receivables (1) are, or upon their coming into
                  existence, will be due to the Pledgor, (2) are not disputed as
                  regards the  principal  and, if due,  the amount,  (3) are not
                  restricted by the  provisions of law or barred by the statutes
                  of limitation, (4) have not been the subject of disposal, sale
                  or any  other  similar  agreement,  (5) save  for the  Regular
                  Pledge  are  not  the  subject  of  a  pledge,  including  any
                  registered,   regular,   statutory  or  Treasury  pledge,   or
                  assignment or any other rights or claims of third parties, (6)
                  are not secured by a mortgage or seized by  execution  bodies,
                  (7)  are  not  subject  to  any  administrative,  judicial  or
                  arbitration  proceedings or decision,  judgment or ruling, and
                  (8)  other  than  any  right of  set-off  under  the  Relevant
                  Agreement  there are no objections or exceptions to the Rights
                  and  Receivables  which the  counterparty  under the  Relevant
                  Agreement could raise against the Pledgor;

         (b)      the Relevant  Agreement  was validly  entered into between the
                  parties thereto and is still binding,  has not been amended or
                  terminated,   and  neither  party  therein  has  breached  it,
                  renounced it or otherwise withdrawn therefrom;  in particular,
                  all  permits  and  approvals  referred  to in Art.  7.1 of the
                  Relevant Agreement have been validly obtained; and

         (c)      it is not in  arrears  for any  payment  of any taxes or other
                  public charges.

3.       The Pledgor covenants to:

         (a)      use  reasonable  efforts to obtain,  or cause to be  obtained,
                  maintain  and  comply  with,  or  cause to be  maintained  and
                  complied  with,  and do all that is  necessary  to maintain in
                  full force and effect the terms of all government concessions,
                  approvals,  licences and permits  required in relation to this
                  Agreement  and the  Pledgor's  interests  and rights under the
                  Relevant  Agreement,  except where  failure to do so would not
                  have a Material Adverse Effect;

         (b)      comply in all  material  respects  with,  or do or cause to be
                  done,  all  acts and  things  which  may from  time to time be
                  required  under,  all  laws  (including  environmental  laws),
                  statutes,   orders,   decrees,   injunctions  and  regulations
                  applicable to or having  jurisdiction  over this  Agreement or
                  any of the  Pledgor's  interests and rights under the Relevant
                  Agreement,  except  where  failure  to do so would  not have a
                  Material Adverse Effect;

         (c)      promptly file, or cause to be filed,  all tax returns required
                  to be filed by the Pledgor and pay all taxes when due;

<PAGE>

Agreement for Pledge of Rights and Receivables No. __

Page 11
--------------------------------------------------------------------------------

         (d)      comply  in  all  material   respects   with  and  perform  its
                  obligations as they fall due under the Relevant  Agreement and
                  each contract or agreement in relation thereto and meet all of
                  its other material  obligations as they fall due, except where
                  failure  to do so would  not have a  Material  Adverse  Effect
                  during the whole Security Period;

         (e)      to the maximum extent  permissible  under Polish law, maintain
                  the Rights and  Receivables in full force and effect,  free of
                  any third party  claims or rights of whatever  nature and free
                  from any objections or exceptions that could be raised against
                  it or the Pledgee;

         (f)      take all steps  which are  reasonably  required  to  maintain,
                  pursue and enforce its rights under the Relevant Agreement and
                  all contracts or agreements in relation thereto,  except where
                  failure to do so would not have a Material Adverse Effect;

         (g)      do or cause to be done all such  things  as are  necessary  to
                  maintain and keep in full force and effect its  existence as a
                  legal person and all material  rights arising as a consequence
                  thereof;

         (h)      indemnify the Pledgee and keep it at all times (whether during
                  or after the Security  Period)  harmless  from and against all
                  liabilities and expenses incurred by it in connection with the
                  performance  and/or  enforcement of this Agreement  and/or any
                  rights  vested in it pursuant  hereto  except that the Pledgee
                  shall  not  be  indemnified  in  respect  of  liabilities  and
                  expenses  incurred  by  it  as  a  result  of  its  own  gross
                  negligence or wilful misconduct;

         (i)      in the  event of sale of the  Rights  and  Receivables  in the
                  course of the  enforcement of the Pledge,  execute and deliver
                  at its own  costs any  appropriate  instruments  necessary  or
                  advisable to assign the Rights and Receivables;

         (j)      upon a written request of the Pledgee,  execute and deliver at
                  its own cost such further  documents  and do such further acts
                  and  things as the  Pledgee  may  reasonably  request  for the
                  security in respect of the Rights and Receivables; and

         (k)      promptly  furnish the Pledgee with all information  reasonably
                  requested in writing by the Pledgee  concerning the Rights and
                  Receivables  and the  Relevant  Agreement  and  promptly  give
                  notice in writing to the Pledgee of any event which might make
                  any   part   of  the   Relevant   Agreement   ineffective   or
                  unenforceable  or  which  may  result  in a  Material  Adverse
                  Effect,  as  well  as to  permit  the  Pledgee  or any  person
                  authorized by it, upon prior written  notice to make copies of
                  all  documentation  relating to the Rights and Receivables and
                  the Relevant Agreement at any time.

<PAGE>

Agreement for Pledge of Rights and Receivables No. __

Page 12
--------------------------------------------------------------------------------

         To the extent  compliance  with the foregoing  covenants  would require
         actions to be taken by entities  in which the Pledgor has an  ownership
         interest or with which the Pledgor has  contracted,  the Pledgor  shall
         use its  reasonable  efforts  to  cause  such  entities  to  take  such
         necessary actions.

4.       Throughout  the term of this  Agreement  and  provided the Note has not
         been repaid in full,  the Pledgor shall not,  without the prior written
         consent  of the  Pledgee  and  save  for  the  Regular  Pledge  in each
         instance, cause, suffer or permit any of the following to occur:

         (a)      to encumber or otherwise  cause,  suffer or permit any lien or
                  other  defect  in title to be filed or  recorded  against  its
                  interests  in the  Rights  and  Receivables  or  the  Relevant
                  Agreement except where Polish law does not allow the pertinent
                  restriction to be imposed on the pledgor;

         (b)      to incur any Indebtedness other than Project Finance Debt;

         (c)      to amend, novate,  terminate,  renounce or otherwise change or
                  eliminate the Rights and Receivables or the Relevant Agreement
                  without  the prior  written  consent of the Pledgee or default
                  under any  agreement  to which it is a party now or  hereafter
                  affecting any of its rights or interests in relation  thereto,
                  except  where such  action  would not have a Material  Adverse
                  Effect;

         (d)      to voluntarily sell, transfer,  assign or otherwise dispose of
                  all or any portion of its interests in relation  thereto,  the
                  Rights and Receivables or the Relevant Agreement, except where
                  such  action  would not have a  Material  Adverse  Effect  and
                  except  where   Polish  law  does  not  allow  the   pertinent
                  restriction to be imposed on the pledgor; and

         (e)      to remove any wells within the meaning of Art.  2.1.(d) of the
                  Relevant Agreement.

         To the extent  compliance  with the foregoing  covenants  would require
         entities in which the Pledgor has an  ownership  interest or with which
         the  Pledgor  has  contracted,  the  Pledgor  shall use its  reasonable
         efforts to cause such entities to refrain from taking such actions.

<PAGE>

Agreement for Pledge of Rights and Receivables No. __

Page 13
--------------------------------------------------------------------------------

5.       Notwithstanding any of the provisions of this Agreement:


         (i)      the  Pledgor  shall duly  perform its  obligations  and remain
                  liable under the Relevant Agreement;


         (ii)     the Pledgee shall be under no  obligation  or liability  under
                  the Relevant  Agreement,  including the obligation to make any
                  payment under or in respect thereof; and


         (iii)    the Pledgee shall not be obliged to enforce any rights arising
                  under the Relevant  Agreement  or to make any  inquiries as to
                  the nature or sufficiency of any payment received by it.

Article IV.       Registration of Pledge.

 1.      Promptly  upon  execution  hereof,  however in any event not later than
         within  seven  Business  Days from the date hereof,  the Pledgor  shall
         undertake all  formalities  necessary or advisable for  registration of
         the Pledge contemplated  hereunder in accordance with the provisions of
         the LRP. In  particular,  the  Pledgor  shall  submit the  registration
         applications to the pertinent court.

2.       The  court  of  proper  jurisdiction  for  registration  of the  Pledge
         established  herein  shall be  District  Court in Warsaw - Registry  of
         Pledges.

3.       The Pledgor  shall  promptly  inform in writing  the Pledgee  about any
         summons or decision(s) of the pertinent  court  concerning the entry of
         the Pledge contemplated herein into the registry of pledges,  attaching
         a respective copy of each such document.

4.       If the court rejects any of the  applications  for  registration of the
         Pledge,  then the Pledgor shall promptly  inform the Pledgee about such
         fact  and  present  to the  Pledgee  a  copy  of  the  pertinent  court
         decision(s), and not later than within the prescribed statutory period,
         the Pledgor shall submit new application(s), free of defects defined by
         respective court decision(s) rejecting the application(s).

5.       In order to complete  the  registration  procedure  referred to in this
         Article,  the Pledgor and the Pledgee  shall  co-operate in good faith,
         and in particular:

          (a)     in the event that the  establishment  of the  Pledge  requires
                  execution   of  one  or   more   other   agreements   for  the
                  establishment  of a  registered  pledge,  the  Pledgor and the
                  Pledgee  shall  promptly  enter  into any such  agreements  on
                  essentially  same terms as  hereof,  providing  for,  however,
                  provisions ensuring registration of the Pledge;

<PAGE>

Agreement for Pledge of Rights and Receivables No. __

Page 14
--------------------------------------------------------------------------------

          (b)     the Pledgor shall promptly undertake all and any other actions
                  necessary  or  desirable  to  ensure  the  establishment,   or
                  evidencing,  of the Pledge with  respect to each of the Rights
                  and Receivables.

Article V.      Enforcement of Pledge.

1.       Immediately  upon  delivery  of  a  written  notice  (the  "Enforcement
         Notice")  by  the  Pledgee  to  the  Pledgor,   the  Pledgee  shall  be
         irrevocably and  unconditionally  entitled to freely and fully exercise
         its rights  hereunder  and any other  rights  available to pledgees and
         creditors under applicable laws.

2.       An Enforcement Notice may be delivered if:

         (a)      there is an Event of Default;

         (b)      there is a default  under  any  mortgage,  indenture  or other
                  instrument  under  which there may be issued or by which there
                  may be secured or evidenced any  Indebtedness  (including  for
                  the  avoidance of doubt,  any Project  Finance Debt) for money
                  borrowed by the Pledgor (or the payment of which is guaranteed
                  or otherwise secured by the Pledgor, whether such Indebtedness
                  or guarantee  now exists or is created  after the date hereof,
                  which default:

                  (1)      is caused by a  failure  to pay when due any  amounts
                           payable on such Indebtedness  within the grace period
                           provided  for in  such  Indebtedness  (which  failure
                           continues  beyond  any  applicable  grace  period the
                           "Payment Default");

                  (2)      results  in the  acceleration  of  such  Indebtedness
                           prior to its express maturity; and

                  (3)     in  each  case,  the  principal  amount  of  any  such
                          Indebtedness,  together with the  principal  amount of
                          any other such  Indebtedness  under  which  there is a
                          Payment  Default or the  maturity of which has been so
                          accelerated, aggregates USD 250,000 or more;

         (c)      the  Pledgor   pursuant  to  or  within  the  meaning  of  any
                  Bankruptcy Law:

                  (1)      commences a voluntary case;

                  (2)      consents to the entry of an order for relief  against
                           it in an involuntary case in which it is the debtor;

                  (3)      consents to the  appointment  of a Custodian of it or
                           for all or substantially all of its property;

<PAGE>

Agreement for Pledge of Rights and Receivables No. __

Page 15
--------------------------------------------------------------------------------

                  (4)      makes a general  assignment  for the  benefit  of its
                           creditors; or

                  (5)      generally  is  unable  to pay its  debts  as the same
                           become due or otherwise becomes insolvent;

         (d)      a court of  competent  jurisdiction  enters an order or decree
                  under any Bankruptcy Law that:

                  (1)      is for relief  against the Pledgor in an  involuntary
                           case;

                  (2)      appoints a  Custodian  for the  Pledgor or for all or
                           substantially all of its property; or

                  (3)      orders the liquidation of the Pledgor,  and the order
                           or decree remains unstayed and in effect for 60 days;

         (e)      any concession agreement,  consent,  license, permit, approval
                  or  authorization  required for the development  activities of
                  the Pledgor with respect to the Relevant Agreement is revoked,
                  suspended,  cancelled, terminated or otherwise ceases to be in
                  full force and effect,  excluding any relinquishment of rights
                  to  non-producing  property  interests which the Pledgor deems
                  not to be commercially  prospective,  in each case, where such
                  act would have a Material Adverse Effect.

 3.      Upon the  service  of the  Enforcement  Notice,  the  Pledgee  shall be
         entitled, subject to the mandatory provisions of the Polish law, and in
         particular  subject to the receipt of an appropriate  foreign  exchange
         permit  whenever  required,  to freely  and fully  exercise  its rights
         hereunder,  including  rights available to pledgees and creditors under
         applicable  laws,  and the  Pledgee  shall have the right,  without any
         limitations,  at its sole  discretion,  to choose one of the  following
         methods of enforcement of the Pledge:

         (1)      to initiate or join the  enforcement  proceedings  pursuant to
                  Art. 21 of the LRP;

         (2)      to acquire the Rights and  Receivables  pursuant to Art. 22 of
                  the LRP;

         (3)      to initiate the sale of the Rights and Receivables on a public
                  auction  carried out by a notary  public or a public  bailiff,
                  pursuant to the provisions of Art. 24 of the LRP.

4.       As required by Art. 22.1.3 of the LRP, the Parties  establish the value
         of the Rights and Receivables in the amount of Zloty 400,000 (say: four
         hundred thousand Zlotys).

5.       The  proceeds  received by the Pledgee from  enforcement  of its rights
         hereunder  shall be applied in the order of priority  determined by the
         Pledgee.

<PAGE>

Agreement for Pledge of Rights and Receivables No. __

Page 16
--------------------------------------------------------------------------------

6.       In the course of  enforcement of the rights under this  Agreement,  the
         Pledgee shall use its reasonable endeavours to maximize the proceeds of
         such  enforcement;  provided,  however,  that the Pledgee may choose to
         enforce its rights  hereunder in such manner as it reasonably  sees fit
         and shall not be  required to spend any money or incur any costs in any
         attempt to maximize the proceeds of enforcement,  and the Pledgee shall
         not be  responsible to FXE or the Pledgor for any failure to enforce or
         to maximize the proceeds of enforcement.

7.       The  Pledgee  shall be  accountable  to the  Pledgor  only for  amounts
         actually received by the Pledgee from enforcement of the Pledge.

8.       The  Pledgee  shall not be liable to the  Pledgor or FXE as a result of
         anything done or neglected to be done by the Pledgee hereunder,  except
         that the Pledgee  shall be liable for its gross  negligence  or willful
         misconduct.

9.       The enforcement of the Pledgee's  rights  hereunder and the application
         of the proceeds received thereupon as aforesaid shall not cure or waive
         any default or waive,  modify or affect any notice of default under the
         Note or invalidate any act done pursuant to such notice.

Article VI.       Expense of Enforcement, Payment of Public Charges.

1.       The  Pledgor  agrees  that it shall pay any and all  duties,  taxes and
         other  public  charges  including,  but not  limited  to, any civil law
         transaction  tax and  notarial  fees,  which  shall have become due and
         payable under Polish law in connection with the execution,  performance
         and enforcement of this Agreement. Further, it shall pay to the Pledgee
         all other costs and expenses  relating to this Agreement other than the
         Pledgee's  legal  fees  and  internal  costs  in  connection  with  the
         execution of this Agreement. If any such charges, costs or expenses are
         incurred by the Pledgee,  the Pledgor  shall  reimburse the Pledgee for
         all such sums  promptly  after  receiving  from the  Pledgee a relevant
         request  accompanied  by a receipt  or other  document  evidencing  the
         payment thereof by the Pledgee.

2.       Any clause included in this Agreement obligating one Party to indemnify
         the other Party  constitutes  an agreement for release of debt (umowa o
         zwolnienie  z  d(3)ugu)  within the  meaning of Art.  392 of the Polish
         Civil Code to the extent that the duty to indemnify does not constitute
         an  obligation  to  compensate  for  damage  (obowi(1)zek   naprawienia
         szkody).

<PAGE>

Agreement for Pledge of Rights and Receivables No. __

Page 17
--------------------------------------------------------------------------------

Article VII.      Expiry or Termination of Agreement.

1.            Without  prejudice  to  mandatory  provisions  of Polish law,  the
              Pledgee's rights and powers hereunder shall continue and remain in
              full force and effect  throughout  the Security  Period unless the
              Parties hereto agree in writing on an earlier termination.

2.            Promptly  following  payment  or other  satisfaction,  whether  by
              conversion of the Note into common stock of FXE or  otherwise,  of
              the Secured  Obligations  in full,  the Pledgee  shall execute and
              deliver to the Pledgor such releases, notices and terminations the
              expiry of the Pledge as the Pledgor may reasonably  request.  Such
              releases, notices and terminations shall be in a form suitable for
              recording  and  filing in each  office and  location  in which any
              notice of the Pledge is  recorded  or filed and may be so recorded
              and filed by the Pledgor.

Article VIII.     Notices.

All  notices or other  communications  given  under or in  connection  with this
Agreement  shall,  in order to be  effective,  be given in writing  and,  unless
otherwise stated may be delivered either personally,  by registered mail or fax.
Any such notice shall be deemed received by the other Party:

         (i)      in the case of personal delivery,  on personal delivery to the
                  address specified below;

         (ii)     in the case of  registered  mail,  on the date the  registered
                  mail is  indicated  by the postal  authorities  as having been
                  received by the addressee; and

         (iii)    in the  case  of fax,  on the  time  and  date  stated  on the
                  transmission  report  confirming the receipt of a given fax by
                  the addressee;  provided that if the date of  transmission  is
                  not a  Business  Day or the fax  transmission  took place on a
                  Business  Day  after  5.30  p.m.  on such day at the  place of
                  receipt, such fax shall be deemed received at the beginning of
                  the following Business Day.

         The addresses and facsimile numbers of the Parties are as follows:

           for the Pledgor:

           FX Energy Poland Sp. z o.o.
           Al. Jana Paw(3)a II 29
           00-867 Warsaw, Poland
           Phone: +48 22 528 9194
           Fax: +48 22 528 9191
           Attn.:  General Manager

<PAGE>

Agreement for Pledge of Rights and Receivables No. __

Page 18
--------------------------------------------------------------------------------

           with a copy to:

           FX Energy, Inc.
           3006 Highland Drive, #206
           Salt Lake City, UT  84106, USA
           Phone: +1 801 486 5555
           Fax:   +1 801 486 5575
           Attn.:  Andy Pierce

           or such other  address or facsimile  number as the Pledgor may notify
           to the Pledgee, giving not less than five Business Days' notice.

           for the Pledgee:

           Rolls-Royce Power Ventures Limited

           Allington House
           150 Victoria Street
           London SW1E 5LB
           England
           Phone: +44 20 7227 9000
           Fax:   +44 20 7227 9001
           Attn.:  Graeme Fairbairn

           or such other  address or facsimile  number as the Pledgee may notify
           to the Pledgor, giving not less than five Business Days' notice.

Article IX.       Saving of Rights.

The failure of the Pledgee to enforce any of its rights  hereunder or to require
the  performance  of any provision of this Agreement or its waiver of any breach
under this Agreement shall not prevent a subsequent enforcement of such right or
term,  nor be  deemed a waiver  of any  subsequent  breach  of any of the  terms
hereof.

Article X.        Invalidity of any Provision

If any provision of the Agreement  becomes invalid,  illegal or unenforceable in
any respect  under any law,  the  validity,  legality or  enforceability  of the
remaining provisions shall not in any way be affected or impaired.

Article XI.       Applicable Law.

This Agreement  shall be governed and interpreted in accordance with the laws of
the Republic of Poland.


<PAGE>

Agreement for Pledge of Rights and Receivables No. __

Page 19
--------------------------------------------------------------------------------

Article XII.      Entire Agreement. Interpretation.

1.       This  Agreement  supersedes  any prior  agreements  and  understandings
         between the Parties  hereto with respect to subject  matter hereof and,
         except for the Regular Pledge Agreement,  is the complete  agreement of
         the Parties hereto with respect to the subject matter hereof.

2.       In the Agreement,  unless the contrary  intention  appears, a reference
         to:

         (a)      a  provision  of law or  regulation  is a  reference  to  that
                  provision as amended or subsequently substituted;

         (b)      an Article or a Schedule  is a  reference  to a clause of or a
                  Schedule to this Agreement;

         (c)      any  person  includes  any  individual,  partnership  or legal
                  person and such  reference  shall also  include a reference to
                  its successors and assigns;

         (d)      any assets includes,  unless the context  otherwise  requires,
                  present and future assets; and

         (e)      the Note or any other  document is a reference  to the Note or
                  such other documents as amended, novated or supplemented.

3.       Words importing the singular shall include the plural and vice versa.


Article XIII.     Amendments.

         Any and all amendments and additions to this Agreement shall be invalid
unless made in writing.

Article XIV.      Assignment.

         The Pledgee  shall have the right to assign or transfer  all or part of
         its rights  hereunder  to any third party;  provided  that the Note has
         been, or concurrently will be validly assigned to such third party, and
         provided that the assignee or transferee expressly agrees in writing to
         the  Pledgor to be bound by the terms of this  Agreement.  The  Pledgor
         shall not have the right to assign or  transfer  either  all or part of
         its rights  hereunder  to any third  party  without  the prior  written
         consent of the Pledgee.


<PAGE>

Agreement for Pledge of Rights and Receivables No. __

Page 20
--------------------------------------------------------------------------------

Article XV.       Headings.

         All headings in this Agreement are inserted  solely for  convenience of
         reference  and shall be given no effect in the  interpretation  of this
         Agreement.

Article XVI.      Language.

         This Agreement has been made in the English and Polish  languages.  All
         notices or communications  under this Agreement shall be in the English
         language,  or if in any other  language,  accompanied  by a translation
         into  English.  In the event of any  conflict  between  the English and
         Polish versions, the Polish language version shall prevail.

Article XVII.     Dispute Resolution.

1.       All disputes  arising out of this  Agreement  or  connected  therewith,
         shall be amicably settled by the Parties in good faith negotiations. If
         any dispute  hereunder is not resolved amicably within 30 days from the
         date of a pertinent  request by a Party,  it will be settled finally by
         an ad  hoc  Arbitration  Court  at the  National  Chamber  of  Commerce
         (Krajowa Izba Gospodarcza).

2.       The  arbitration  shall be conducted in Warsaw in  accordance  with the
         Arbitration  Rules of the Arbitration  Court at the National Chamber of
         Commerce, subject to the following stipulations.  The proceedings shall
         be conducted in the English  language.  The arbitration  court shall be
         composed of three  arbitrators,  one appointed by the claimant(s),  one
         appointed  by  the  defendant(s),  and  one  appointed  jointly  by the
         arbitrators  appointed by the claimant(s) and  defendant(s).  The third
         arbitrator shall chair the arbitration  court. If any of the Parties to
         a dispute fails to appoint its arbitrator  within the period  specified
         in the arbitration  rules,  or the two arbitrators  fail to appoint the
         chairman of the arbitration panel, then the Chairman of the Arbitration
         Court at the  National  Chamber of Commerce  in Warsaw  shall act as an
         "appointing authority" within the meaning of the arbitration rules. The
         arbitration  award  shall  be final  and  enforceable  in any  court of
         competent  jurisdiction  and  the  Parties  agree  to  comply  with  it
         voluntarily within 10 days from its receipt.

3.       The  provisions  of this Article  XVII  constitute  a  prorogation  for
         arbitration  adjudication (zapis na s(1)d polubowny) within the meaning
         of Art. 697 of the Polish Code of Civil Procedure.


<PAGE>

Agreement for Pledge of Rights and Receivables No. __

Page 21
--------------------------------------------------------------------------------

IN WITNESS  WHEREOF,  the Parties have caused  these  presents to be executed by
their respective corporate officers thereunto duly authorized.

FX Energy Poland Sp. z o.o.:

By:               _________________

Name:             David Norman Pierce
Title:            Member of the Management Board

Place:            _________________



Rolls-Royce Power Ventures Limited:

By:               _________________

Name:             Graeme Fairbairn
Title:            Attorney-in-fact

Place:            _________________


<PAGE>

LIST OF SCHEDULES

Schedule 1        -        An  excerpt  from  the  Commercial  Register  of  the
                           Pledgor and a copy of the power of  attorney  for Mr.
                           Graeme Fairbairn.

Schedule 2        -        A copy of the Relevant  Agreement with all subsequent
                           amendments.

Schedule 3        -        A form of notice of pledge and acceptance statement.

Schedule 4        -        Resolution of the Pledgor's sole shareholder.


<PAGE>

                                   SCHEDULE 1

                 AN EXCERPT FROM THE COMMERCIAL REGISTER OF THE
               PLEDGOR AND A COPY OF THE POWER OF ATTORNEY FOR MR.
                                GRAEME FAIRBAIRN


<PAGE>

                                   SCHEDULE 2

         A COPY OF THE RELEVANT AGREEMENT WITH ALL SUBSEQUENT AMENDMENTS




<PAGE>

                                   SCHEDULE 3

                                     PART I
                            FORM OF NOTICE OF PLEDGE

To:      Polskie Gornictwo Naftowe i Gazownictwo S.A
         6/14 Krucza St.
         00-537 Warsaw

Dear Sirs,

We  hereby  give you  notice  that by the  Agreement  for  Registered  Pledge of
Receivables  No. 1 dated March 9, 2001,  we FX Energy Poland Sp. z o.o. with its
seat in Warsaw (the  ,,Company")  established  a  registered  pledge in favor of
Rolls-Royce  Power  Ventures  Limited  with its  seat at  Allington  House,  150
Victoria  Street,  London SW1E 5LB,  England (the "Pledgee") over all our rights
and  receivables  which  arise or may arise  under,  or in  connection  with the
Natural Gas Sale and Purchase Agreement, Fences Area Fields, Republic of Poland,
entered into on December 18, 2000 by and between FX Energy Poland Sp. z o.o. and
Polskie Gornictwo Naftowe i Gazownictwo S.A. (the "Agreement").

We irrevocably instruct and authorize you to:

(a)      disclose to the Pledgee on its request any information  relating to the
         value of the  rights  and  receivables  owed to the  Company  under the
         Agreement; and

(b)      once you  receive a copy of the  Enforcement  Notice  from the  Pledgee
         which has been  served  on us,  comply  with the  terms of any  written
         notice or instructions  from the Pledgee relating to the said Agreement
         for Registered  Pledge of Receivables No. 1, and in particular,  to pay
         to the bank account of the Pledgee specified in such Enforcement Notice
         all  amounts  which  are or will be due to us under,  or in  connection
         with, the Agreement, without any enquiry by you as to the justification
         for the  disclosure  or, as the case may be,  validity of the notice or
         instructions.

The  instructions in this notice may not be revoked or amended without the prior
written consent of the Pledgee.

This document is governed by and  construed in  accordance  with the laws of the
Republic of Poland.

Please  confirm your  acceptance of the above by sending within 30 (Thirty) days
of [the date of registration of the Pledge] one copy of the attached  Acceptance
Statement to us and one copy to the Pledgee at the following address:


<PAGE>

           Rolls-Royce Power Ventures Limited
           Allington House
           150 Victoria Street

           London SW1E 5LB
           England

           Phone: +44 20 7227 9000
           Fax:   +44 20 7227 9001
           Attn.:  Graeme Fairbairn


Yours faithfully

FX Energy Poland Sp. z o.o.

By: ______________________________
    Authorized Representative(s)


<PAGE>

                                     PART II
                          FORM OF ACCEPTANCE STATEMENT

To:               Rolls-Royce Power Ventures Limited

                  Allington House
                  150 Victoria Street
                  London SW1E 5LB
                  England
                  Phone: +44 20 7227 9000
                  Fax:     +44 20 7227 9001
                  Attn.:  Graeme Fairbairn

and

                  FX Energy Poland Sp. z o.o.
                  Al. Jana Paw(3)a II 29
                  00-867 Warsaw, Poland
                  Phone: +48 22 528 9194
                  Fax: +48 22 528 9191
                  Attn.:  General Manager

We, [ o ] of Polskie Gornictwo Naftowe i Gazownictwo S.A with its seat at Krucza
6/14,  Warsaw  00-537  acknowledge  receipt of the notice of pledge  ("Notice of
Pledge") a copy of which is enclosed herewith and we:

(i)      confirm  that we have not  received  any other  notice of  transfer  or
         pledge with respect rights or  receivables  relating to the Natural Gas
         Sale and Purchase  Agreement,  Fences Area Fields,  Republic of Poland,
         entered into on December 18, 2000 by and between FX Energy Poland Sp. z
         o.o.  and  Polskie   Gornictwo   Naftowe  i   Gazownictwo   S.A.   (the
         "Agreement"); and

(ii)     accept the terms of the Notice of Pledge, and in particular, agree that
         we will pay all amounts  hereafter which are or may be due to FX Energy
         Poland  Sp.  z  o.o.  under  the  Agreement  to  the  bank  account  of
         Rolls-Royce Power Ventures Limited that is specified in the Enforcement
         Notice  sent to us,  and will  comply  with all other  instructions  of
         Rolls-Royce Power Ventures Limited with respect to the Agreement and in
         accordance with the terms of the Notice of Pledge.

Yours faithfully


By: __________________________________
     Authorized Representative(s)


<PAGE>

                                   SCHEDULE 4
                  RESOLUTION OF THE PLEDGOR'S SOLE SHAREHOLDER



                       Description of Relevant Agreements


                               SECURITY AGREEMENTS

1.       The Agreement for Pledge of Rights and Receivables dated March 9, 2001,
         in  relation to the Joint  Operating  Agreement  Covering  Areas in the
         Foresudetic  Monocline  dated May 12,  2000,  between FXEP and POGC and
         FXEP's other contractual rights in relation thereto.

2.       The Agreement for  Registered  Pledge of Rights and  Receivables  dated
         March 9, 2001, in relation to the Joint  Operating  Agreement  Covering
         Areas in the Foresudetic Monocline dated May 12, 2000, between FXEP and
         POGC and FXEP's other contractual rights in relation thereto.

3.       The Agreement for Pledge of Rights and Receivables dated March 9, 2001,
         in  relation  to  the  Agreement  on   Cooperation  in  Exploration  of
         Hydrocarbons  on Foresudetic  Monocline  dated April 11, 2000,  between
         FXEP and POGC.

4.       The Agreement for  Registered  Pledge of Rights and  Receivables  dated
         March  9,  2001,  in  relation  to  the  Agreement  on  Cooperation  in
         Exploration of  Hydrocarbons  on Foresudetic  Monocline dated April 11,
         2000, between FXEP and POGC.

5.       The Agreement for Pledge of Rights and Receivables dated March 9, 2001,
         in relation to the Natural Gas Sale and Purchase Agreement, Fences Area
         Fields, dated December 18, 2000, between FXEP and POGC.

6.       The Agreement for  Registered  Pledge of Rights and  Receivables  dated
         March 9,  2001,  in  relation  to the  Natural  Gas  Sale and  Purchase
         Agreement,  Fences Area Fields,  dated December 18,  2000, between FXEP
         and POGC.

7.       The Agreement for Pledge of Rights and Receivables dated March 9, 2001,
         in relation to the Joint Operating  Agreement  Covering Block 255 dated
         October  22,  1999,  between  FXEP,  POGC and Apache  and FXEP's  other
         contractual rights in relation thereto.

8.       The Agreement for  Registered  Pledge of Rights and  Receivables  dated
         March 9, 2001, in relation to the Joint  Operating  Agreement  Covering
         Block 255 dated  October 22, 1999,  between  FXEP,  POGC and Apache and
         FXEP's other contractual rights in relation thereto.