FIRST AMENDMENT OF CREDIT AGREEMENT

         THIS FIRST AMENDMENT OF CREDIT AGREEMENT (this "Amendment"), dated
as of January 5, 2001, is by and between GEORESOURCES, INC., a Colorado
corporation ("Borrower"), and WELLS FARGO BANK MONTANA, NATIONAL
ASSOCIATION, a national banking association ("Wells Fargo"), f/k/a NORWEST
BANK MONTANA, NATIONAL ASSOCIATION ("Norwest").

                                 RECITALS

         A.  Borrower and Norwest entered into an Amended and Restated
Secured Term Loan and Revolving Credit Agreement dated as of December 5,
1997 (the "Credit Agreement"), in order to set forth the terms upon which
Norwest would make various loans to Borrower and by which such loans would
be governed and repaid.  Capitalized terms used herein without definition
shall have the same meanings as set forth in the Credit Agreement.

         B.  Wells Fargo is the successor to Norwest.

         C.  Borrower and Wells Fargo desire to enter into this Amendment
in order to amend certain terms and provisions of the Credit Agreement.

                                 AMENDMENT

         NOW, THEREFORE, in consideration of $10.00 and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

         1.   Credit Agreement.  The Credit Agreement shall be, and hereby
is, amended as follows as of the date hereof:

              (a)  All references in the Credit Agreement to "Norwest Bank
Montana, National Association" shall be changed to be references to "Wells
Fargo Bank Montana, National Association".  The definition of "Wells Fargo"
contained in the first paragraph of this Amendment shall be incorporated in
the Credit Agreement, and all references in the Credit Agreement to
"Norwest" shall be changed to be references to "Wells Fargo".

              (b)  The 1993 Revolver/Term Loan has been repaid in full.
The definitions of, and any and all references in the Credit Agreement to,
the 1993 Revolver/Term Loan or the 1993 Revolver/Term Note shall be
deleted.

              (c)  The 1995 Loan has been repaid in full.  The definitions
of, and any and all references in the Credit Agreement to, the 1995 Loan,
the 1995 Note, the Maximum 1995 Loan Amount or the Minimum 1995 Loan
Payment Amount shall be deleted.

              (d)  The following shall be substituted for the definition of
"Loan Documents" in Section 1.1 on page 2 of the Credit Agreement:

                   "Loan Documents" shall mean this Agreement, the
    1997 Note, the 2001 Note, the Security Documents and any other
    documents executed by Borrower pursuant hereto.

              (e)  The following shall be substituted for the definition of
"Maximum 1997 Loan Amount" in Section 1.1 on page 2 of the Credit
Agreement:

                   "Maximum 1997 Loan Amount" means, at any time, the
    lesser of: (a) the Borrowing Base; or (b) $3,000,000.

              (f)  The following new definition shall be inserted in proper
alphabetical order in Section 1.1 on page 2 of the Credit Agreement:

                   "Maximum 2001 Loan Amount" means, at any time, the
    lesser of: (a) the Borrowing Base minus the then-outstanding
    principal balance of the 1997 Loan; or (b) $3,000,000.

              (g)  The following new definition shall be inserted in proper
alphabetical order in Section 1.1 on page 3 of the Credit Agreement:

                   "Minimum 2001 Loan Payment Amount" means the
    following:

                   (a)  with respect to any Payment Date occurring
    on or before January 5, 2004, the amount of interest accrued on
    the 2001 Loan through such Payment Date;

                   (b)  with respect to any Payment Date occurring
    after January 5, 2004 but prior to January 5, 2008, the sum of:
    (1) the amount of interest accrued on the 2001 Loan through such
    Payment Date, plus (2) the product of: (A) 0.02083333 (1/48),
    times (B) the outstanding principal balance of the 2001 Loan as
    of the close of business on January 5, 2004; and

                   (c)  with respect to the maturity date of the
    2001 Loan on January 5, 2008, the outstanding principal balance
    of the 2001 Loan plus interest accrued through such date.

              (h)  The following shall be substituted for the definition of
"Notes" in Section 1.1 on page 3 of the Credit Agreement:

                   "Notes" means the 1997 Note and the 2001 Note.

              (i)  The following new definitions shall be inserted in
proper alphabetical order in Section 1.1 on page 5 of the Credit Agreement:

                   "2001 Loan" means the revolving line of credit
    made available to Borrower by Wells Fargo in accordance with the
    terms of this Agreement, as such revolving line of credit is to
    be converted to an amortizing term loan as of January 5, 2004 in
    accordance with the terms of this Agreement.

                   "2001 Note" means the Promissory Note dated
    January 5, 2001, made by Borrower, payable to the order of Wells
    Fargo, in the form of Exhibit F attached hereto and made a part
    hereof, which 2001 Note shall evidence the 2001 Loan.

              (j)  The existing Sections 2.01(a) and (b) of the Credit
Agreement shall be deleted.  The existing Section 2.01(c) of the Credit
Agreement shall be re-designated as Section 2.01(a).  The following new
Section 2.01(b) of the Credit Agreement shall be inserted immediately after
the re-designated Section 2.01(a):


                   (b) Subject to the terms and conditions hereof,
    Wells Fargo agrees to make Advances on the 2001 Loan to Borrower
    from time to time at the request of Borrower upon at least one
    Business Day's notice to Wells Fargo from Borrower; provided
    that Wells Fargo shall not have any obligation to: (1) make any
    Advance after January 5, 2004; (2)  make any Advance in an
    amount less than $10,000; (3) make any Advance if, after the
    making of such Advance, the aggregate outstanding principal
    balance of the 2001 Loan would exceed the Maximum 2001 Loan
    Amount.  Within the limitation of the Maximum 2001 Loan Amount,
    and subject to the other terms and provisions hereof, Borrower
    may borrow, repay and reborrow hereunder.

              (k)  The following shall be substituted for Section 2.02 on
page 6 of the Credit Agreement:

                   Section 2.02.  The Notes; Interest.  (a)
    Borrower's obligation to repay the 1997 Loan, with interest
    thereon, shall be evidenced by the 1997 Note. The 1997 Note
    shall bear interest on the outstanding principal balance thereof
    at the rates per annum provided in the 1997 Note.  Borrower
    shall pay all accrued and unpaid interest due on the 1997 Note
    on each Payment Date, including without limitation on January 5,
    2005, the maturity date of the 1997 Loan.

                   (b) Borrower's obligation to repay the 2001 Loan,
    with interest thereon, shall be evidenced by the 2001 Note.  The
    2001 Note shall bear interest on the outstanding principal
    balance thereof at the rates per annum provided in the 2001
    Note.  Borrower shall pay all accrued and unpaid interest due on
    the 2001 Note on each Payment Date, including without limitation
    on January 5, 2008, the maturity date of the 2001 Loan.

              (l)  The following shall be substituted for Section 2.03 on
pages 6 and 7 of the Credit Agreement:

                   Section 2.03.  Mandatory Payments.

                   (a)  On each Payment Date, Borrower shall make
    the following payments to Wells Fargo: (1) a payment on the 1997
    Loan in the amount of the Minimum 1997 Loan Payment Amount, and
    (2) a payment on the 2001 Loan in the amount of the Minimum 2001
    Loan Payment Amount, which payments shall be in addition to any
    amounts payable with respect to the 1997 Loan or the 2001 Loan
    as otherwise set forth in this Agreement, including without
    limitation as described in Section 2.03(b) below.

                   (b)  If the aggregate outstanding principal
    balance of the 1997 Loan shall at any time exceed the Maximum
    1997 Loan Amount and/or if the aggregate outstanding principal
    balance of the 2001 Loan shall at any time exceed the Maximum
    2001 Loan Amount, Borrower shall, not later than 20 days after
    written notice thereof from Wells Fargo: (1) pay the excess to
    Wells Fargo in a lump sum; or (2) execute and deliver to Wells
    Fargo additional mortgages, supplements to mortgages or other
    instruments satisfactory in form and substance to Wells Fargo,
    by which Borrower mortgages, pledges or hypothecates to Wells
    Fargo, or creates a security interest in for the benefit of
    Wells Fargo, sufficient additional collateral to induce Wells
    Fargo to make a re- determination of the Borrowing Base such
    that the Maximum 1997 Loan Amount is an amount no less than the
    aggregate outstanding principal balance of the 1997 Loan and the
    Maximum 2001 Loan Amount is an amount no less than the aggregate
    outstanding principal balance of the 2001 Loan.

                   (c)  The entire outstanding principal balance of
    the 1997 Loan shall be due and payable, if not sooner paid, on
    January 5, 2005.  The entire outstanding principal balance of
    the 2001 Loan shall be due and payable, if not sooner paid, on
    January 5, 2008.

              (m)  Exhibit F attached hereto shall be added as Exhibit F
attached to the Credit Agreement.

         2.   The 1997 Note.  The 1997 Note shall be amended, such
amendment to be effected by an Allonge (the "Allonge") to be attached to
the 1997 Note and to be substantially in the form of Exhibit A attached
hereto and made a part hereof.

         3.   Loan Documents.  All references in any document to the
Credit Agreement shall refer to the Credit Agreement, as amended pursuant
to this Amendment.  All references in any document to the 1997 Note shall
refer to the 1997 Note, as amended pursuant to the Allonge.

         4.   Conditions Precedent.  The obligations of the parties under
this Amendment and under the foregoing amendments to the Credit Agreement
and the 1997 Note are subject, at the option of Wells Fargo, to the prior
satisfaction of the condition that Borrower shall have delivered to Wells
Fargo the following (all documents to be properly executed and satisfactory
in form and substance to Wells Fargo):

              (a)   This Amendment.

              (b)   The Allonge.

              (c)   The 2001 Note (as defined in the Credit Agreement, as
amended hereby).

              (d)   A facility fee in the amount of $15,000.

         5.   Representations and Warranties.  Borrower hereby
certifies to Wells Fargo that as of the date of this Amendment: (a) all
of Borrower's representations and warranties contained in the Credit
Agreement are true, accurate and complete in all material respects, and
(b) no Default or Event of Default has occurred and is continuing under
the Credit Agreement.

         6.   Continuation of the Credit Agreement.  Except as
specified in this Amendment and the Allonge, the provisions of the
Credit Agreement and the 1997 Note shall remain in full force and
effect, and if there is a conflict between the terms of this Amendment
or the Allonge and those of the Credit Agreement, the 1997 Note or the
2001 Note, the terms of this Amendment and the Allonge shall control.

         7.   Expenses.  Borrower shall pay all out-of-pocket expenses
incurred by Wells Fargo in connection with the transactions contemplated
by this Amendment, including without limitation all fees and expenses of
Wells Fargo's attorney.

         8.   Miscellaneous.  This Amendment shall be governed by and
construed under the laws of the State of Montana and shall be binding
upon and inure to the benefit of the parties hereto and their successors
and assigns.  This Amendment may be executed in any number of
counterparts, each of which shall be an original, but all of which
together shall constitute one instrument.

         Executed as of the date first above written.

                              GEORESOURCES, INC.


                              By:  /S/  J. P. Vickers
                              J. P. Vickers,
                              President

                              WELLS FARGO BANK MONTANA, NATIONAL
                              ASSOCIATION f/k/a NORWEST BANK MONTANA,
                              NATIONAL ASSOCIATION


                              By:  /S/  Kristi Summers
                              Kristi Summers,
                              Vice President


                                 EXHIBIT A

                                  ALLONGE

         THIS ALLONGE, dated as of January 5, 2001, is by and between
GEORESOURCES, INC., a Colorado corporation (herein called "Borrower"), and
WELLS FARGO BANK MONTANA, NATIONAL ASSOCIATION, a national banking
association (herein called "Wells Fargo"), successor in interest to NORWEST
BANK MONTANA, NATIONAL ASSOCIATION.

         Reference is made to Amended and Restated Secured Term Loan and
Revolving Credit Agreement dated as of December 5, 1997, as amended (the
"Agreement"), between Borrower and Wells Fargo.

         As of the date hereof, the Promissory Note dated as of December 5,
1997 (the "1997 Note"), made by Borrower, payable to the order of Norwest
Bank Montana, National Association, in the face amount of $3,000,000, shall
be amended as follows:

         1.  By changing all references in the 1997 Note to "Norwest Bank
Montana, National Association" to be references to "Wells Fargo Bank
Montana, National Association"; and

         2.  By changing "Norwest Bank Minnesota, National Association" to
"Wells Fargo Bank Minnesota, National Association" in line 8 of the third
paragraph on page 1 of the 1997 Note.

         EXECUTED as of the date first above written.

                              GEORESOURCES, INC.


                              By: _____________________
                                  President

                              WELLS FARGO BANK MONTANA, NATIONAL
                              ASSOCIATION, successor in interest to NORWEST
                              BANK MONTANA, NATIONAL ASSOCIATION


                              By: _____________________
                                  Vice President


                                 EXHIBIT F

                              PROMISSORY NOTE

$3,000,000                                              January 5, 2001
                                                        Billings, Montana

         FOR VALUE RECEIVED, GEORESOURCES, INC., a Colorado corporation
("Borrower"), promises to pay to the order of WELLS FARGO BANK MONTANA,
NATIONAL ASSOCIATION ("Payee"), the principal sum of $3,000,000, or such
lesser amount as may be borrowed hereunder, together with interest on the
outstanding unpaid balance of such principal amount at the rate provided
below.

         This Note is issued pursuant to, and is subject to the terms and
provisions of, the Amended and Restated Secured Term Loan and Revolving
Credit Agreement dated as of December 5, 1997, as amended (the "Credit
Agreement"), between Borrower and Payee.  Except as otherwise defined
herein, terms defined in the Credit Agreement shall have the same meanings
when used herein.

         The outstanding principal amount of this Note shall be payable as
provided in the Credit Agreement.  The entire outstanding principal balance
of this Note shall be due and payable on January 5, 2008 (unless payable
sooner pursuant to the terms of the Credit Agreement) and shall bear
interest initially at the fluctuating rate, adjustable the day of any
change, equal to the annual rate publicly announced or published from time
to time by Wells Fargo Bank Minnesota, National Association as its "base"
or "prime" rate, which may not be the lowest interest rate charged by Payee
(the "Base Rate").

         Interest shall accrue daily, shall be payable on the fifth day of
each month, commencing February 5, 2001, and at the maturity of this Note.

         All payments of principal and interest hereon shall be made at
Payee's offices at 175 North 27th Street, Billings, Montana 59101 (or at
such other place as Payee shall have designated to Borrower in writing) on
the date due in immediately available funds and without set-off or
counterclaim or deduction of any kind.  All payments received hereunder
shall be applied first to costs of collection, second to accrued interest
as of the date of payment and third to the outstanding principal balance of
this Note.

         This Note is secured by, and the holder of this Note is entitled
to the benefits of, the documents described in the Credit Agreement (the
"Security Documents").  Reference is made to the Security Documents for a
description of the property covered thereby and the rights, remedies and
obligations of the holder hereof in respect thereto.

        Subject to the expiration of any applicable period of grace
provided for in the Credit Agreement, in the event of (a) any default in
any payment of the principal of or interest on this Note when due and
payable, or (b) any other Event of Default (as defined in the Credit
Agreement), then the whole principal sum of this Note plus accrued interest
and all other obligations of Borrower to holder, direct or indirect,
absolute or contingent, now existing or hereafter arising, shall, at the
option of Payee, become immediately due and payable, and any or all of the
rights and remedies provided herein and in the Credit Agreement and the
Security Documents, as they may be amended, modified or supplemented from
time to time may be exercised by Payee.

         If Borrower fails to pay any amount due under this Note and Payee
has to take any action to collect the amount due or to exercise its rights
under the Security Documents, including without limitation retaining
attorneys for collection of this Note, or if any suit or proceeding is
brought for the recovery of all or any part of or for protection of the
indebtedness or to foreclose the Security Documents or to enforce Payee's
rights under the Security Documents, then Borrower agrees to pay on demand
all reasonable costs and expenses of any such action to collect, suit or
proceeding, or any appeal of any such suit or proceeding, incurred by
Payee, including without limitation the reasonable fees and disbursements
of Payee's attorneys and their staff.

         Borrower waives presentment, notice of dishonor and protest, and
assents to any extension of time with respect to any payment due under this
Note, to any substitution or release of collateral and to the addition or
release of any party, except as provided in the Credit Agreement.  No
waiver of any payment or other right under this Note shall operate as a
waiver of any other payment or right.

         If any provision in this Note shall be held invalid, illegal or
unenforceable in any jurisdiction, the validity, legality or enforceability
of any defective provisions shall not be in any way affected or impaired in
any other jurisdiction.

         No delay or failure of the holder of this Note in the exercise of
any right or remedy provided for hereunder shall be deemed a waiver of such
right by the holder hereof, and no exercise of any right or remedy shall be
deemed a waiver of any other right or remedy that the holder may have.

         All notices given hereunder shall be given as provided in the
Credit Agreement.

          This Note is to be governed by and construed according to the
laws of the State of Montana.

                              GEORESOURCES, INC.


                              By: __________________________
                                  J. P. Vickers,
                                  President



                              PROMISSORY NOTE

$3,000,000                                              January 5, 2001
                                                        Billings, Montana

         FOR VALUE RECEIVED, GEORESOURCES, INC., a Colorado corporation
("Borrower"), promises to pay to the order of WELLS FARGO BANK MONTANA,
NATIONAL ASSOCIATION ("Payee"), the principal sum of $3,000,000, or such
lesser amount as may be borrowed hereunder, together with interest on the
outstanding unpaid balance of such principal amount at the rate provided
below.

         This Note is issued pursuant to, and is subject to the terms and
provisions of, the Amended and Restated Secured Term Loan and Revolving
Credit Agreement dated as of December 5, 1997, as amended (the "Credit
Agreement"), between Borrower and Payee.  Except as otherwise defined
herein, terms defined in the Credit Agreement shall have the same meanings
when used herein.

         The outstanding principal amount of this Note shall be payable as
provided in the Credit Agreement.  The entire outstanding principal balance
of this Note shall be due and payable on January 5, 2008 (unless payable
sooner pursuant to the terms of the Credit Agreement) and shall bear
interest initially at the fluctuating rate, adjustable the day of any
change, equal to the annual rate publicly announced or published from time
to time by Wells Fargo Bank Minnesota, National Association as its "base"
or "prime" rate, which may not be the lowest interest rate charged by Payee
(the "Base Rate").

         Interest shall accrue daily, shall be payable on the fifth day of
each month, commencing February 5, 2001, and at the maturity of this Note.

         All payments of principal and interest hereon shall be made at
Payee's offices at 175 North 27th Street, Billings, Montana 59101 (or at
such other place as Payee shall have designated to Borrower in writing) on
the date due in immediately available funds and without set-off or
counterclaim or deduction of any kind.  All payments received hereunder
shall be applied first to costs of collection, second to accrued interest
as of the date of payment and third to the outstanding principal balance of
this Note.

         This Note is secured by, and the holder of this Note is entitled
to the benefits of, the documents described in the Credit Agreement (the
"Security Documents").  Reference is made to the Security Documents for a
description of the property covered thereby and the rights, remedies and
obligations of the holder hereof in respect thereto.

         Subject to the expiration of any applicable period of grace
provided for in the Credit Agreement, in the event of (a) any default in
any payment of the principal of or interest on this Note when due and
payable, or (b) any other Event of Default (as defined in the Credit
Agreement), then the whole principal sum of this Note plus accrued interest
and all other obligations of Borrower to holder, direct or indirect,
absolute or contingent, now existing or hereafter arising, shall, at the
option of Payee, become immediately due and payable, and any or all of the
rights and remedies provided herein and in the Credit Agreement and the
Security Documents, as they may be amended, modified or supplemented from
time to time may be exercised by Payee.

         If Borrower fails to pay any amount due under this Note and Payee
has to take any action to collect the amount due or to exercise its rights
under the Security Documents, including without limitation retaining
attorneys for collection of this Note, or if any suit or proceeding is
brought for the recovery of all or any part of or for protection of the
indebtedness or to foreclose the Security Documents or to enforce Payee's
rights under the Security Documents, then Borrower agrees to pay on demand
all reasonable costs and expenses of any such action to collect, suit or
proceeding, or any appeal of any such suit or proceeding, incurred by
Payee, including without limitation the reasonable fees and disbursements
of Payee's attorneys and their staff.

         Borrower waives presentment, notice of dishonor and protest, and
assents to any extension of time with respect to any payment due under this
Note, to any substitution or release of collateral and to the addition or
release of any party, except as provided in the Credit Agreement.  No
waiver of any payment or other right under this Note shall operate as a
waiver of any other payment or right.

         If any provision in this Note shall be held invalid, illegal or
unenforceable in any jurisdiction, the validity, legality or enforceability
of any defective provisions shall not be in any way affected or impaired in
any other jurisdiction.

         No delay or failure of the holder of this Note in the exercise of
any right or remedy provided for hereunder shall be deemed a waiver of such
right by the holder hereof, and no exercise of any right or remedy shall be
deemed a waiver of any other right or remedy that the holder may have.

         All notices given hereunder shall be given as provided in the
Credit Agreement.

          This Note is to be governed by and construed according to the
laws of the State of Montana.

                              GEORESOURCES, INC.


                              By:  /S/ J. P. Vickers
                              J. P. Vickers,
                              President



                                  ALLONGE

         THIS ALLONGE, dated as of January 5, 2001, is by and between
GEORESOURCES, INC., a Colorado corporation (herein called "Borrower"), and
WELLS FARGO BANK MONTANA, NATIONAL ASSOCIATION, a national banking
association (herein called "Wells Fargo"), successor in interest to NORWEST
BANK MONTANA, NATIONAL ASSOCIATION.

         Reference is made to Amended and Restated Secured Term Loan and
Revolving Credit Agreement dated as of December 5, 1997, as amended (the
"Agreement"), between Borrower and Wells Fargo.

         As of the date hereof, the Promissory Note dated as of December 5,
1997 (the "1997 Note"), made by Borrower, payable to the order of Norwest
Bank Montana, National Association, in the face amount of $3,000,000, shall
be amended as follows:

         1.  By changing all references in the 1997 Note to "Norwest Bank
Montana, National Association" to be references to "Wells Fargo Bank
Montana, National Association"; and

         2.  By changing "Norwest Bank Minnesota, National Association" to
"Wells Fargo Bank Minnesota, National Association" in line 8 of the third
paragraph on page 1 of the 1997 Note.

         EXECUTED as of the date first above written.

                              GEORESOURCES, INC.


                              By:  /S/ J.P. Vickers
                              President

                              WELLS FARGO BANK MONTANA, NATIONAL
                              ASSOCIATION, successor in interest to NORWEST
                              BANK MONTANA, NATIONAL ASSOCIATION


                              By:  /S/ Kristi Summers
                              Vice President



     THIRD AMENDMENT OF AND ADDENDUM TO MORTGAGE, SECURITY AGREEMENT,
             ASSIGNMENT OF PRODUCTION AND FINANCING STATEMENT
              AND MORTGAGE - COLLATERAL REAL ESTATE MORTGAGE

         THIS THIRD AMENDMENT OF AND ADDENDUM TO MORTGAGE, SECURITY
AGREEMENT, ASSIGNMENT OF PRODUCTION AND FINANCING STATEMENT AND MORTGAGE -
COLLATERAL REAL ESTATE MORTGAGE (this "Instrument"), dated as of January 5,
2001, is between GEORESOURCES, INC., a Colorado corporation (Federal Tax
I.D. No. 84-0505444) ("Mortgagor"), with an address at 1407 West Dakota
Parkway, Suite 1B, Williston, North Dakota 58801 (residence:  Williams
County, North Dakota), and WELLS FARGO BANK MONTANA, NATIONAL ASSOCIATION,
a national banking association ("Lender"), f/k/a NORWEST BANK MONTANA,
NATIONAL ASSOCIATION, a national banking association ("Norwest Montana"),
successor in interest to NORWEST BANK BILLINGS, NATIONAL ASSOCIATION
("Norwest Billings"), with an address at 175 North 27th Street, Billings,
Montana 59117.

                                 RECITALS

         A.  Mortgagor executed and delivered to Norwest Billings a
Mortgage, Security Agreement, Assignment of Production and Financing
Statement dated as of April 29, 1993 (the "Original Mortgage"), the terms
and provisions of which and the description of the real and personal
property covered by which are hereby incorporated herein by this reference.
The Original Mortgage was filed and recorded, among other places, as
follows:

                                               Recording Data
 State           County     Filing Date        Book      Page

Montana         Richland     05/10/93          B-140 Mort. 871

North Dakota    Bottineau    05/10/93          246 Mtges. 501
North Dakota    McKenzie     05/10/93          Doc. #316744
North Dakota    Renville     05/13/93          155 Mtgs.  261
North Dakota    Williams     05/12/93          Doc. #549527

         B.  Mortgagor and Norwest Montana executed and delivered a First
Amendment of Mortgage, Security Agreement, Assignment of Production and
Financing Statement dated as of September 1, 1995 (the "First Amendment"),
the terms and provisions of which and the description of the real and
personal property covered by which are hereby incorporated herein by this
reference.  The First Amendment was filed and recorded as follows:

                                               Recording Data
 State           County     Filing Date        Book      Page

Montana         Richland     11/27/95          B-147 Mort. 993

North Dakota    Bottineau    11/27/95          256 Mtgs.  158
North Dakota    McKenzie     11/27/95          Doc. #323766
North Dakota    Renville     11/28/95          158 Mtgs.  478
North Dakota    Williams     11/27/95          Doc. #562428

         C.  Mortgagor and Norwest Montana executed and delivered a Second
Amendment of and Addendum to Mortgage, Security Agreement, Assignment of
Production and Financing Statement and Mortgage - Collateral Real Estate
Mortgage dated as of December 15, 1997 (the "Second Amendment"), the terms
and provisions of which and the description of the real and personal
property covered by which are hereby incorporated herein by this reference.
The Second Amendment was filed and recorded as follows:
                                               Recording Data
 State           County     Filing Date        Book      Page

Montana         Richland     01/22/98          B-155 Mort. 24

North Dakota    Bottineau    01/22/98          264 Mtgs.  219
North Dakota    McKenzie     01/22/98          Doc. #331542
North Dakota    Renville     01/22/98          161 Mtgs.  501
North Dakota    Williams     01/22/98          Doc. #576355

         D.  Unless otherwise defined herein, terms defined in the Original
Mortgage, as amended by the First Amendment and the Second Amendment (the
"Mortgage"), shall have the same meanings when used herein.  The
counterparts hereof to be recorded in the counties listed in Recital A
above shall have attached thereto as Schedule I a description of the land
covered by the Mortgage.

         E.  In accordance with North Dakota Century Code, Section 35-03-
17, Lender and Mortgagor wish to file this Instrument in order to give
notice that the Mortgage and the liens, security interests and other rights
granted pursuant thereto remain in full force and effect.

         F.  The parties desire that the Mortgage be amended as described
herein.

                                 EXTENSION

         In accordance with North Dakota Century Code, Section 35-03-17,
Lender and Mortgagor hereby give notice that the Mortgage and the liens,
security interests and other rights granted pursuant thereto remain in full
force and effect.  The Mortgage and the liens, security interests and other
rights granted pursuant thereto are hereby ratified and confirmed.

                                 AMENDMENT

         IN CONSIDERATION of the sum of ten dollars ($10.00) in hand paid
by Lender to Mortgagor and of the mutual promises contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree that the Mortgage shall
be amended as follows:

              (a)  All references in the Mortgage to "Norwest Bank Montana,
National Association" shall be changed to be references to "Wells Fargo
Bank Montana, National Association".  All references in the Mortgage to
"Mortgagee" shall be deemed to refer to Wells Fargo Bank Montana, National
Association.

              (b)  The following shall be substituted for Clauses (A), (B)
and (C) of the second paragraph on the page numbered 3 of the Mortgage:

         (A)  the payment of the Promissory Note dated January 5,
         2001, executed by Mortgagor, payable to the order of
         Mortgagee, in the face amount of $3,000,000, as now in
         effect or as hereafter amended, extended or replaced (the
         "2001 Note"), having a maturity date of January 5, 2008,
         with interest at an annual rate equal to the sum of the
         fluctuating annual rate announced from time to time by
         Wells Fargo Bank Minnesota, National Association ("WFBM")
         as its prime or base rate (currently, 8.0 percent per
         annum), which may not be the lowest interest rate charged
         by WFBM (the "Base Rate"); (B) the payment of the
         Promissory Note dated December 5, 1997, executed by
         Mortgagor, payable to the order of Mortgagee, in the face
         amount of $3,000,000, as now in effect or as hereafter
         amended, extended or replaced (the "1997 Note"), having a
         maturity date of January 5, 2005, with interest at an
         annual rate equal to the sum of the Base Rate plus three-
         quarters of one percentage point (the 2001 Note and the
         1997 Note being collectively referred to herein as the
         "Notes"); (C) INTENTIONALLY OMITTED;

                                   GRANT

         Mortgagor hereby grants, bargains, sells, assigns, transfers,
pledges, mortgages and conveys, and grants a security interest in, the
Mortgaged Properties to Lender, WITH POWER OF SALE; TO HAVE AND TO HOLD the
Mortgaged Properties to Lender and  its successors and assigns forever,
subject to all of the terms, conditions, covenants and agreements set forth
in the Mortgage, as amended hereby, for the security and benefit of Lender
and its successors and assigns as holder of any and all notes and other
obligations secured by the Mortgage, as amended hereby.

                               MISCELLANEOUS

         This Instrument shall bind and inure to the benefit of the
respective successors and assigns of Mortgagor and Lender, including
without limitation any and all other banks, lending institutions and
parties which may participate in the indebtedness evidenced by the
Indebtedness or any of it.  Notwithstanding any other provision contained
herein, if any property interest granted by this Instrument does not vest
on the execution and delivery of this Instrument, it shall vest, if at all,
no later than 20 years after the execution and delivery of this Instrument.
Mortgagor hereby ratifies, confirms and adopts the Mortgage, as amended
hereby.

         EXECUTED as of the date first above written.

ATTEST:                             GEORESOURCES, INC.


  /S/ Cathy Kruse                   By:  /S/ J. P. Vickers
  Cathy Kruse,                           J. P. Vickers,
  Secretary                              President

(SEAL)

                                    WELLS FARGO BANK MONTANA, NATIONAL
                                    ASSOCIATION, f/k/a NORWEST BANK
                                    MONTANA, NATIONAL ASSOCIATION,
                                    successor in interest to NORWEST
                                    BANK BILLINGS, NATIONAL ASSOCIATION


                                    By:  /S/ Kristi Summers
                                         Kristi Summers,
                                         Vice President



STATE OF NORTH DAKOTA             )
                                  ) ss.
COUNTY OF WILLIAMS                )

                                 (Montana)

         On this day before me, the undersigned notary public, personally
appeared J. P. Vickers, known to me to be the President of GEORESOURCES,
INC., a Colorado corporation, the corporation that executed the within
instrument, and acknowledged to me that such corporation executed the same.
Witness my hand and official seal as of March 30, 2001.

                              (North Dakota)

         The foregoing instrument was acknowledged before me this 30 day
of March, 2001, by J. P. Vickers, as President of GEORESOURCES, INC., a
Colorado corporation, on behalf of said corporation.  Witness my hand and
official seal.


                              /S/  Mary B. Mahar, Notary Public
                              Residing in:  Williston, ND

     My commission expires:  September 5, 2003

(SEAL)



STATE OF MONTANA                  )
                                  ) ss.
COUNTY OF YELLOWSTONE             )

                                 (Montana)

         On this day before me, the undersigned notary public, personally
appeared Kristi Summers, known to me to be the Vice President of WELLS
FARGO BANK MONTANA, NATIONAL ASSOCIATION, a national banking association,
f/k/a NORWEST BANK MONTANA, NATIONAL ASSOCIATION, successor in interest to
NORWEST BANK BILLINGS, NATIONAL ASSOCIATION, the national banking
association that executed the within instrument, and acknowledged to me
that such national banking association executed the same.  Witness my hand
and official seal as of April 4, 2001.

                              (North Dakota)

         The foregoing instrument was acknowledged before me this 4 day
of April, 2001, by Kristi Summers, Vice President of WELLS FARGO BANK
MONTANA, NATIONAL ASSOCIATION, a national banking association, f/k/a
NORWEST BANK MONTANA, NATIONAL ASSOCIATION, successor in interest to
NORWEST BANK BILLINGS, NATIONAL ASSOCIATION, on behalf of said national
banking association.  Witness my hand and official seal.


                              /S/  Kayla Krenzler, Notary Public
                              Residing in: Billings, MT

     My commission expires:  February 21, 2004

(SEAL)