<PAGE>
 
                                                                  EXHIBIT 10.114
 

     AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

     THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment No. 1"), dated as of December 29, 1995, among LATEX PETROLEUM
----------------
CORPORATION, an Oklahoma corporation ("LPC"), LATEX/GOC ACQUISITION, INC., a
                                       ---
Delaware corporation  ("GOCA"), GERMANY OIL COMPANY, a Delaware corporation,
                        ----
formerly known as LRI Acquisition, Inc. ("New GOC") (collectively, the
                                          -------
"Borrowers" and individually, a "Borrower"), and BANK OF AMERICA NATIONAL TRUST
 ---------                       --------
AND SAVINGS ASSOCIATION, a national savings association (the "Lender").
                                                              ------

                       W I T N E S S E T H:
                       - - - - - - - - - -


     WHEREAS, the Borrowers and the Lender are parties to the Amended and
Restated Credit Agreement, dated as of October 20, 1995 (hereinafter referred to
as the "Existing Credit Agreement"); and
        ------------------------- 

     WHEREAS, the Borrowers have requested that certain amendments be made to
the Existing Credit Agreement; and

     WHEREAS, the Lender is willing to make certain amendments to the Existing
Credit Agreement on the terms and conditions hereinafter provided;

     NOW, therefore, in consideration of the agreements herein contained, the
parties hereto hereby agree as follows:


                                   ARTICLE I

                                  DEFINITIONS
                                  -----------
     SECTION 1.1.   Certain Definitions.      The following terms
                    -------------------
(whether or not underscored) when used in this Amendment No. 1 shall have the
following meanings:

     "Amended Credit Agreement" means the Existing Credit Agreement as amended
      ------------------------
by this Amendment No. 1.

     "Amendment No, 1 Effective Date" has the meaning provided in Section 6.1.
      ------------------------------

     SECTION 1.2.  Other Definitions. Unless otherwise defined or the context
                   -----------------
otherwise requires, terms used herein (including in the
<PAGE>
 
preamble and recitals hereto) have the meanings provided for in the Existing
Credit Agreement.


                                   ARTICLE II

                                 AMENDMENTS TO
                                 -------------
                           EXISTING CREDIT AGREEMENT
                           -------------------------
     Effective on the Amendment No. 1 Effective Date, the Existing Credit
Agreement is amended in accordance with the terms of this Article II; except as
                                                          ----------
so amended, the Existing Credit Agreement shall continue to remain in all
respects in full force and effect.

     SECTION 2.1.  Amendment to Section 1.1.
                   ------------------------
     2.1.1.  The definition of "Tranche C Commitment Amount" is hereby amended
in its entirety as follows:

          "'Tranche C Commitment Amount' means $5,400,000, as reduced from time
            ---------------------------
     to time pursuant to the provisions of Section 2.2.  $300,000 of the Tranche
                                           -----------
     C Commitment Amount shall be made available by the Lender to the Borrowers
     as a Tranche C Revolving Loan pursuant to Section 2.1.7."
                                               -------------
     2.1.2.  There shall be added to Section 1.1 of the Existing Credit
                                     -----------
Agreement new definitions, in appropriate alphabetical sequence, reading in
their entirety as follows:

          "'Tranche C Revolving Loan' means each Tranche C Loan made by the
            ------------------------
     Lender to the Borrowers from time to time pursuant to its Tranche C
     Commitment in accordance with Section 2.1.7."
                                   -------------        
          "'Tranche C Revolving Loan Maturity Date' means, with respect to any
            --------------------------------------
     Tranche C Revolving Loan, the 60th day after the borrowing of such Tranche
     C Revolving Loan."

          "'Revolving Note' means the revolving promissory note of the Borrowers
            --------------
     payable to the order of the Lender, in the form of Exhibit A-2 hereto (as
                                                        -----------
     such promissory note may be amended, endorsed or otherwise modified from
     time to time).   The Revolving Note is one of the Notes."


     SECTION 2.2.  Amendments to Section 2.1.
                   -------------------------  
     2.2.1.  The reference to Article V in Section 2.1 of the Existing Credit
                              ---------    -----------
Agreement shall be changed to Article VI.
                              ----------

                                      -2-
<PAGE>
 
     2.2.2.  There shall be added to the Existing Credit Agreement, immediately
after Section 2.1.6., a new Section reading in its entirely as follows:
      -------------

          "SECTION 2.1.7. Tranche C Revolving Loans. On the terms and subject to
           ----------------------------------------
     the conditions of this Agreement (including Article VI), the Lender agrees
                                                 ----------
     to make loans ("Tranche C Revolving Loans") to the Borrowers equal to the
                     -------------------------
     aggregate amount of the Tranche C Revolving Loan requested by the Borrowers
     to be made pursuant to the Tranche C Commitment on such day described in
     this Section 2.1.7.  On the terms and subject to the conditions hereof, the
          -------------
     Borrowers may, from time to time borrow, prepay and reborrow Tranche C
     Revolving Loans. Any reborrowing of the Tranche C Revolving Loan must be at
     least seven (7) days from and after the date of payment in full of all
     principal and interest attributable to all outstanding Tranche C Revolving
     Loans. From time to time on any Business Day during the period from and
     after the Effective Date to but not including the earlier to occur of (x)
     the Tranche C Availability Termination Date, and (y) any Commitment
     Termination Date, the Lender will make Tranche C Revolving Loans to the
     Borrowers equal to the amount of the Tranche C Revolving Loans requested by
     the Borrowers to be made on such day in the applicable Borrowing Request
     therefor."

     SECTION 2.3.   Amendments to Section 3.1.1.
                    --------------------------- 
     2.3.1.  Section 3.1.1. of the Existing Credit Agreement is amended to add
             -------------
immediately before the first sentence of Section 3.1.1. the following sentence:
                                         -------------

     "The Borrower shall repay in full the unpaid principal amount of each
     Tranche C Revolving Loan, and each Tranche C Revolving Loan shall mature,
     on the Tranche C Revolving Loan Maturity Date applicable thereto."

     SECTION 2.4.   Amendment to Section 6.2.
                    ------------------------
     2.4.1.  Section 6.2. of the Existing Credit Agreement is amended by
             -----------
inserting the words "(other than a Tranche C Revolving Loan)" after the words
"Tranche C Loan."

     SECTION 2.5.   Amendment to Section 6.3.
                    ------------------------

     2.5.1.    Section 6.3. of the Existing Credit Agreement shall be renumbered
               ----------- 
as Section 6.4. (and the reference therein to such Section shall be changed to
   -----------
Section 6.4.) and the following shall be inserted immediately prior thereto as a
----------- 
new Section 6.3.:
    -----------


                                      -3-
<PAGE>
 
     "SECTION 6.3.  Tranche C Revolving Loans.  The obligation of the Lender to
                    -------------------------
     make any Tranche C Revolving Loan shall be subject to the satisfaction of
     each of  the  conditions precedent set forth in this Section 6.3.
                                                          -----------

     Section 6.3.1. Delivery of Notes.   The Lender shall have received the
                    -----------------
     Revolving Note duly executed by the Borrowers.

     Section 6.3.2. Approval of the Lender.  The Lender shall be satisfied, in
                    ----------------------
     its sole discretion, with the proposed use of the proceeds of such loan and
     with the assets, business, properties, condition (financial or otherwise),
     prospects and results of operations of the Borrowers and the Obligors."

     2.5.2.  Section 6.3.1. of the Existing Credit Agreement shall be renumbered
             -------------
as Section 6.4.1.
   -------------

     2.5.3.  Section 6.3.2. of the Existing Credit Agreement shall be renumbered
             -------------
as Section 6.4.2. and the reference therein to Section 6.3.1. shall be changed
   -------------                               ------------- 
to Section 6.4.1.
   -------------

     2.5.4.  Section 6.3.3. of the Existing Credit Agreement shall be renumbered
             -------------
as Section 6.4.3.
   -------------

     SECTION 2.6.   Amendments to Section 8.2.
                    -------------------------
     2.6.1.  Clause (b) of Section 8.2.4. of the Existing Credit Agreement is
             ----------    -------------
amended to read in its entirety as follows:

     "(b) [intentionally omitted];

     SECTION 2.7.   Amendments to Certain Exhibits.
                    ------------------------------

     2.7.1.  Exhibit A of the Existing Credit Agreement is renumbered as 
             ---------
Exhibit A-1 and the form of Revolving Note shown in Exhibit A-2 hereto is
-----------                                         ----------- 
inserted behind Exhibit A-1 as Exhibit A-2.
                -----------    -----------

     2.7.2.  Exhibit C-1 of the Existing Credit Agreement is deleted and a new
             -----------
Exhibit C-1 in the form of Borrowing Request shown in Exhibit C-1 hereto is
-----------                                           ----------- 
inserted in its place.



                                  ARTICLE III

                          OTHER AGREEMENTS CONCERNING
                          ---------------------------
                           EXISTING CREDIT AGREEMENT
                           -------------------------

     SECTION 3.1.   Temporary Waiver of Compliance with Certain Financial
                    -----------------------------------------------------
Covenants.  The Lender hereby waives until January 31, 1996
---------

                                      -4-
<PAGE>
 
1996 the Borrowers' compliance with Sections 8.2.4. (c) and 8.2.4. (d) of the
                                    -------------------     ---------- 
Existing Credit Agreement insofar as such sections require the Borrowers to
maintain a Current Ratio of not less than 1.0:1.0 and Working Capital of not
less than $500,000.

     SECTION 3.2.   Temporary Waiver of Judgments Default.  The Lender hereby
                    -------------------------------------
waives until January 31, 1996, its right to declare all or any portion of the
outstanding principal amount of the Loans and other Obligations due and payable
and/or the Commitments to be terminated pursuant to Section 9.3 of the Existing
                                                    -----------  
Credit Agreement as the result of an Event of Default under Section 9.1.6. of
                                                            --------------
the Existing Credit Agreement pertaining solely to the judgments entered against
New GOC as described on Schedule 1 hereto.
                        ----------  

     The waivers set forth above are subject to the conditions and limitations
set forth herein and shall be applicable only for the purposes, and the periods,
set forth herein, and not for any other purposes or with respect to any
subsequent period. Except as provided herein, the waivers contained herein shall
not apply to any Default or Event of Default, regardless of whether such Default
or Event of Default is prior or subsequent to any of the matters referred to
herein or is of the same or a different type as any of the matters referred to
herein.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

     In order to induce the Lender to make the amendments provided for in
Article II and to make the waivers as provided for in Article III, the Borrowers
----------                                            ----------- 
hereby (a) represent and warrant, that each of the representations and
warranties contained in the Existing Credit Agreement and in the other Loan
Documents is true and correct as of the date hereof as if made on the date
hereof (except, if any such representation and warranty relates to an earlier
date, such representation and warranty shall be true and correct in all material
respects as of such earlier date) and, immediately after giving effect to the
provisions of this Amendment No. 1, no Default has occurred and is continuing
and (b) agree that the incorrectness in any material respect of any
representation and warranty contained in the preceding clause (a) shall
                                                       ----------
constitute an immediate Event of Default.

                                   ARTICLE V

                         ACKNOWLEDGEMENT OF GUARANTORS
                         -----------------------------
 
     By executing the acknowledgement to this Amendment No. 1, each Guarantor of
the Borrowers hereby confirms and agrees that the Guaranty and each Security
Agreement to which it is a party is, and shall continue to be, in full force and
effect and is hereby


                                      -5-
<PAGE>
 
ratified and confirmed in all respects, except that, on and after the Amendment
No. 1 Effective Date, each reference therein to the "Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Existing Credit
Agreement, shall mean and refer to the Existing Credit Agreement after giving
effect to this Amendment No  1.


                                   ARTICLE VI

                          CONDITIONS TO EFFECTIVENESS
                          --------------------------- 
              
     SECTION 6.1.  Effective Date.  This Amendment No. 1 shall become effective
                   --------------
on December 29, 1995, or, if later, the date (herein called the "Amendment No. 1
                                                                 ---------------
Effective Date") when the conditions set forth in this Section 6.1 have been
--------------                                         -----------
satisfied.

     SECTION 6.1.1.  Execution of Counterparts.  The Lender shall have received
                     -------------------------
counterparts of this Amendment No. 1 duly executed and delivered on behalf of
the Borrowers, the Guarantors, and the Lender.

     SECTION 6.1.2.  Resolutions and Legal Opinion.  The Lender shall have
                     ----------------------------- 
received (a) resolutions of the Board of Directors of each Borrower authorizing
the execution, delivery and performance of Amendment No. 1 and (b) a
satisfactory legal opinion from Pray, Walker, Jackman and Marlar (or other
counsel satisfactory to the Lender) as to the due authorization, execution, and
delivery of this Amendment No. 1 by, and good standing of, each Borrower and
each Guarantor and the enforceability of this Amendment No. 1 against the
Borrowers and the Guarantors.

     SECTION 6.1.3. Legal Details, etc. All documents executed or submitted
                    ------------------
pursuant hereto, and all legal matters incident thereto, shall be satisfactory
in form and substance to the Lender and their counsel.

     SECTION 6.2.  Expiration.  If all of the conditions set forth in 
                   ---------- 
Section 6.1 hereof shall not have been satisfied on or prior to December 31,
----------- 
1995, the agreements of the parties contained in this Amendment No. 1 shall,
unless otherwise agreed by the Lenders, terminate effective immediately on such
date and without further action.


                                      -6-
<PAGE>
 
                                  ARTICLE VII

                                 MISCELLANEOUS
                                 -------------

     SECTION 7.1.   Loan Document Pursuant to Existing Credit Agreement.   This
                    --------------------------------------------------- 
Amendment No. 1 is a Loan Document executed pursuant to the Existing Credit
Agreement. Except as expressly amended or waived hereby, all of the
representations, warranties, terms, covenants and conditions contained in the
Existing Credit Agreement and each other Loan Document shall remain unamended
and in full force and effect. The amendments set forth herein shall be limited
precisely as provided for herein and shall not be deemed to be a waiver of,
amendment of, consent to or modification of any other term or provision of the
Existing Credit Agreement or of any term or provision of any other Loan Document
or of any transaction or further or future action on the part of the Borrowers
or any of its Subsidiaries or which would require the consent of the Lender
under the Existing Credit Agreement or any other Loan Document.


     SECTION 7.2.  Counterparts, etc.  This Amendment No. 1 may be executed by
                   -----------------
the parties hereto in several counterparts, each of which shall be deemed to be
an original and all of which shall constitute together but one and the same
agreement.

     SECTION 7.3. GOVERNING LAW; ENTIRE AGREEMENT. THIS AMENDMENT NO. 1 SHALL BE
                  -------------------------------
DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF ILLINOIS.



                                      -7-
<PAGE>
 
     IN WITNESS WHEREOF,  the parties hereto have caused this Amendment No. 1 to
be executed by their respective officers hereunto duly authorized as of the day
and year first above written.


                                          BORROWERS
                                          ---------

                               LATEX PETROLEUM CORPORATION

                               By: /s/ Jeffrey T. Wilson
                                  -------------------------
                                 Title: President
                                       --------------------


                               LATEX/GOC ACQUISITION, INC.

                               By: /s/ Jeffrey T. Wilson
                                   ------------------------
                                 Title: President
                                       --------------------

                               GERMANY OIL COMPANY

                               By: /s/ Jeffrey T. Wilson
                                   ------------------------
                                 Title: President
                                       --------------------


                                          LENDER
                                          ------

                               BANK OF AMERICA NATIONAL TRUST AND 
                               SAVINGS ASSOCIATION


                                      By: /s/ Robert W. Bots
                                         ------------------
                                   Title: Vice President
                                       --------------------
<PAGE>
 
Acknowledged and Accepted:

LATEX RESOURCES, INC.


By: /s/ Jeffrey T. Wilson
   ---------------------------
   Name:  Jeffrey T. Wilson
   Title: President
          
ENPRO, INC.
By: /s/ Jeffrey T. Wilson
   ---------------------------
   Name:  Jeffrey T. Wilson
   Title: President
<PAGE>
 
                                                                      SCHEDULE 1



                           Judgments Against New GOC
                           -------------------------




                                     
                                     -10-
<PAGE>
 
                                                        Exhibit A-2 


                            Form of Revolving Note
                            ----------------------




                                      -11-
<PAGE>
 
                            SECURED PROMISSORY NOTE
                            -----------------------
        
                          (Tranche C Revolving Loans)

$300,000                                                     December 29, 1995


     FOR  VALUE  RECEIVED,  the  undersigned,  LATEX  PETROLEUM CORPORATION, an
Oklahoma corporation, LATEX/GOC ACQUISITION, INC., a Delaware  corporation
and  GERMANY  OIL  COMPANY,  a Delaware corporation,  formerly  known  as  LRI
ACQUISITION,  INC.  (the "Borrowers"), jointly and severally promise to pay to
                          ---------
the order of Bank of America National Trust and Savings Association, a national
banking association (the "Lender"), if not sooner paid as provided in the Credit
                          ------
Agreement (defined below), on March 31, 2000, the principal sum of THREE HUNDRED
THOUSAND DOLLARS ($300,000) or, if less, the aggregate unpaid principal amount
of all Tranche C Revolving Loans shown on the schedule attached hereto (and any
continuation thereof) made by the Lender pursuant to that certain Amendment No.
1 to Amended and Restated Credit Agreement, dated as of December 29, 1995 (the
Amended and Restated Credit Agreement described therein, together with such
Amendment No. 1 and all amendments and other modifications, if any, from time to
time thereafter made thereto,  the  "Credit Agreement"),  among the Borrowers
                                     ----------------
and the Lender.

     The Tranche C Revolving Loan is evidenced by this Note.  The Borrowers may
borrow, repay and reborrow the Tranche C Revolving Loan as provided in Section
2.1.7 of the Credit Agreement.

     The Borrowers also promise to pay interest on the unpaid principal amount
hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates per annum and on the dates specified in the Credit Agreement.

     Payments of both principal and interest are to be made in lawful money of
the United States of America in same day or immediately available funds to the
account designated by the Lender pursuant to the Credit Agreement.

     This Note is one of the Notes referred to in, and evidences Indebtedness
incurred under,  the Credit Agreement,  to which reference is made for a
description of the security for this Note and for a statement of the terms and
conditions on which the Borrowers are permitted and required to make prepayments
and repayments of principal of the Indebtedness evidenced by this Note and on
which such Indebtedness may be declared to be immediately due and payable.
Unless otherwise defined, terms used herein have the meanings provided in the
Credit Agreement.


                                     -12-
<PAGE>
 
     All  parties  hereto,  whether  as  makers,  endorsers,  or otherwise,
severally waive presentment for payment, demand, protest and notice of dishonor.

     THIS NOTE HAS BEEN DELIVERED IN CHICAGO, ILLINOIS AND SHALL BE DEEMED TO BE
A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
ILLINOIS.

                              LATEX PETROLEUM CORPORATION, an
                                Oklahoma corporation



                              By:
                                 ------------------------------ 
                              Name:
                                   ----------------------------
                              Title:
                                    ---------------------------

                              LATEX/GOC ACQUISITION, INC.,
                               a Delaware corporation


                              By:
                                 ------------------------------
                              Name:
                                  -----------------------------  
                              Title:
                                  -----------------------------


                              GERMANY  OIL  COMPANY,  a Delaware 
                              corporation, formerly known as LRI
                              ACQUISITION, INC.



                              By:
                                 ------------------------------
                              Name:
                                   ----------------------------
                              Title:
                                    ---------------------------


                                     -13-
<PAGE>
 
<TABLE>
<CAPTION>


                          LOANS AND PRINCIPAL PAYMENTS

================================================================================

       
              Amount                   Amount of    Unpaid
              of Loan                  Principal    Principal
              Made           Rate      Repaid       Balance
              -------      --------   -----------  -----------
          ----------------------------------------------------
                             Interest  Base         Base                Notation
Date                          Period   Rate         Rate         Total   Made By
----                          ------   ----         ----         -----   -------
================================================================================
<S>           <C>            <C>       <C>          <C>          <C>    <C>

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

================================================================================



</TABLE>
                                               -1-
<PAGE>
 
                                                                     Exhibit C-1

                           Form of Borrowing Request
                           -------------------------




                                  -2-
<PAGE>
 
                               BORROWING REQUEST
                               -----------------


Bank of America
National Trust and Savings Association
231 South Lasalle Street
Chicago, Illinois  60697
Telecopy: 
          ------------------




Attention:  [Name]
             [Title]


     Re:  LATEX PETROLEUM CORPORATION, LATEX/GOC ACQUISITION, INC. and GERMANY
          OIL COMPANY, F/K/A LRI ACQUISITION, INC.


Ladies and Gentlemen:

     This Borrowing Request is delivered to you pursuant to Section 2.3 of the
                                                            -----------
Amended and Restated Credit Agreement, dated as of October 20, 1995, as amended
by Amendment No. 1 to Amended and Restated Credit Agreement dated as of December
29, 1995 (together with all other amendments, if any, from time to time made
thereto, the "Credit Agreement"), among LATEX PETROLEUM CORPORATION, an Oklahoma
             ------------------
corporation, LATEX/GOC ACQUISITION, INC., a Delaware corporation and GERMANY OIL
COMPANY, a Delaware corporation, formerly known as LRI Acquisition, Inc. (the
"Borrowers") and Bank of America National Trust and Savings Association (the
"Lender") .  Unless otherwise defined herein or the context otherwise requires,
terms used herein have the meanings provided in the Credit Agreement.

     The Borrowers hereby request that a Loan be made in the aggregate principal
amount of $_______  on __________ , 19__  as a [Base Rate Loan] [LIBO Rate Loan
having an Interest Period of [one] [two] [three] [six] months.]

     [If the Loan is a Tranche B Loan, here include certification as to use of
      ------------------------------------------------------------------------
proceeds for Approved Development Activities.  If the Loan is a Tranche C Loan,
-------------------------------------------------------------------------------
here include certification as to the use of proceeds for the Prudential
-----------------------------------------------------------------------
Acquisition or the Sackett Acquisition or certification as to the Approved
--------------------------------------------------------------------------
Development Activities and a statement as to whether it is a Term Loan or a
---------------------------------------------------------------------------
Revolving Loan.  If a revolving Loan, also state the maturity date, which is no
-------------------------------------------------------------------------------
more than 60 days after the borrowing date.]
-------------------------------------------

     The Borrowers hereby acknowledge that, pursuant to Section 6.2.2 of the
                                                        -------------
Credit Agreement, each of the delivery of this Borrowing Request and the
acceptance by the Borrowers of the proceeds of the Loans requested hereby
constitute a representation and warranty by the Borrowers that, on the date of
such Loans, and before and after giving effect thereto and to the application of
the proceeds therefrom, all statements set forth in Section 6.2.1 are true and
                                                    -------------
correct in all material respects (unless stated to relate solely to an earlier
date, in which case such statements shall be true and correct as of such earlier
date).

     The Borrowers agree that if prior to the time of the Borrowing requested
hereby any matter certified to herein by it will not be true and correct at such
time as if then made, they will immediately so notify the Lender. Except to the
extent, if any, that prior to the time of the Borrowing requested hereby the
Lender shall receive written notice to the contrary from the Borrowers, each

                                   -3-
<PAGE>
 
matter certified to herein shall be deemed once again to be certified as true
and correct at the date of such Borrowing as if then made.

     Please wire transfer the proceeds of the Borrowing to the accounts of the
following persons at the financial institutions indicated respectively:

Amount to be     Person to be Paid     Name, Address, etc.
                 -----------------
Transferred      Name                  Account No.         of Transferee Lender
-----------      ----                  -----------         --------------------

$----------      -----------------     --------------      --------------------
                                                           --------------------
                                                           Attention: 

$----------      -----------------     --------------      --------------------
                                                           --------------------
                                                           Attention:


Balance of       The Borrowers                             --------------------
such proceeds                                              --------------------
                                                           Attention:

                                              

     IN WITNESS WHEREOF, the Borrowers have caused this request to be executed
and delivered by its duly Authorized Officer as of ______ __, 19__.


                               LATEX PETROLEUM CORPORATION, an Oklahoma
                                corporation



                                      By:
                                         -----------------------------
                                      Name:
                                           ---------------------------
                                      Title:
                                            --------------------------


                               LATEX/GOC ACQUISITION, INC., a Delaware
                               corporation



                                      By:
                                         -----------------------------
                                      Name:
                                            --------------------------
                                      Title:
                                            --------------------------


                               GERMANY    OIL    COMPANY,    a Delaware
                               corporation,   formerly  known  as  LRI
                               Acquisition, Inc.



                                      By:
                                         ----------------------------- 
                                      Name:
                                           ---------------------------
                                      Title:
                                            --------------------------



                                   -4-