TERMINATION AGREEMENT

     This TERMINATION AGREEMENT, dated as of March 6, 1998 (hereinafter referred
to as the  "Agreement")  is made by and between  CHAPARRAL  RESOURCES,  INC.,  a
Colorado corporation  ("Chaparral") and EXETER FINANCE GROUP, INC. a corporation
organized  under the laws of Turks  and  Calcos  ("Exeter",  and  together  with
Chaparral, the "Parties").

                                   WITNESSETH:

A.   The Parties  acknowledge the existence of a subscription  agreement entered
     into by and  between  the  Parties  on  November  21,  1997  ("Subscription
     Agreement") in which there are provisions for the issuance to Exeter,  over
     the period of four closings,  of (i) 75,000 shares of Chaparral's  Series A
     Preferred Stock, no par value, for a purchase price of $100.00 per share or
     an aggregate  purchase price of Seven Million Five Hundred Thousand Dollars
     ($7,500,000),  (ii) 75,000 shares of Chaparral's  Series B Preferred Stock,
     no par value,  for a purchase  price of $100.00  per share or an  aggregate
     purchase price of Seven Million Five Hundred Thousand Dollars ($7,500,000),
     and (iii) 75,000 shares of  Chaparral's  Series C Preferred  Stock,  no par
     value,  for a purchase price of $100.00 per share or an aggregate  purchase
     price of Seven Million Five Hundred Thousand Dollars ($7,500,000).

B.   Pursuant to the terms of the Subscription  Agreement,  Exeter has fulfilled
     its  obligation  at the first  closing to purchase  from  Chaparral  50,000
     shares of Chaparral's Series A Preferred Stock for a purchase price of Five
     Million Dollars ($5,000,000), but has elected not to purchase 25,000 shares
     of Chaparral's  Series A Preferred  Stock,  and has advised  Chaparral that
     Exeter  will  not  be  exercising   its  rights  under  the  terms  of  the
     Subscription  Agreement  to  purchase  Chaparral's  Series  B or  Series  C
     Preferred Stock.

C.   Chaparral's  Board of  Directors  has  determined  in  accordance  with its
     business  judgment,  in light of  Exeter's  election  not to  purchase  any
     additional  shares,  that it is  preferable  for Chaparral to terminate the
     Subscription  Agreement and to pursue equity  financing form a source other
     than Exeter on terms and  conditions  different than those set forth in the
     Subscription Agreement.

D.   Therefore,  Chaparral  and Exeter have decided to terminate  the  remaining
     obligations under the Subscription Agreement, except as provided below.

                                    AGREEMENT

     NOW,  THEREFORE,  for and in  consideration  of the mutual  promises herein
contained and other good,  valuable and binding  consideration,  the receipt and
sufficiency of which are hereby  acknowledged by the Parties,  the Parties agree
as follows:



<PAGE>



     1.   The Parties hereby agree that,  except as herein  expressly  provided,
          all  agreements,   whether  oral  or  written,  between  the  Parties,
          including,   without  limitation,   the  Subscription  Agreement,  are
          terminated  and are no longer in force and effect.  Additionally,  the
          execution and delivery of this  Agreement  shall operate as a full and
          complete  termination  and discharge of all of the  obligations of the
          Parties  pursuant  to the  Subscription  Agreement,  except  as herein
          expressly  provided.  The Parties  hereby  release and discharge  each
          other and their respective  officers,  directors,  employees,  agents,
          affiliates,  related business  entities,  predecessors,  shareholders,
          insurers, attorneys, representatives,  successors and assigns from any
          and all claims,  liabilities  or  obligations  that are related to the
          Subscription  Agreement,  the transactions referred to therein and any
          action  of  the  Parties  pursuant  to  the  Subscription   Agreement;
          provided, however, except as stated herein, neither termination of the
          Subscription  Agreement nor the terms of this Agreement  shall relieve
          the Parties from any  obligation  or  requirement  securing or secured
          under the terms of the Subscrip-  tion  Agreement  with respect to the
          previous  purchase price by Exeter of the 50,000 shares of Chaparral's
          Series A  Preferred  Stock  make in  accordance  with the terms of the
          first closing under the Subscription Agreement.

     2.   Without limiting the generality of the foregoing and for the avoidance
          of doubt,  (a) Chaparral does hereby release and discharge Exeter from
          any  obligation  to purchase from  Chaparral  the  remaining  Series A
          preferred  Stock,  the  Series  B  Preferred  Stock  and the  Series C
          Preferred Stock pursuant to the Subscription  Agreement at the second,
          third  and  fourth  closings,  (b)  Exeter  does  hereby  release  and
          discharge  Chaparral  from  any  obligation  to  sell  to  Exeter  the
          remaining  Series A Preferred  Stock, the Series B Preferred Stock and
          the Series C Preferred Stock pursuant to the Subscription Agreement at
          the second,  third and fourth  closings,  and (c) the 50,000 shares of
          Chaparral's  Series A Preferred  Stock sold by Chaparral and purchased
          by Exeter in accordance  with the terms of the first closing under the
          Subscription  Agreement  are and shall be subject to,  and,  exempt as
          stated herein,  the Parties will perform their respective  obligations
          under,  all the  terms  of the  Subscription  Agreement  with the same
          effect as though the  Subscription  Agreement  had  provided  only for
          Exeter's  purchase  of the  50,000  shares  of  Chaparral's  Series  A
          Preferred Stock.

     3.   The Parties  hereby agree that the  provisions  of Section 7(1) of the
          Articles of  Amendment  to the Restated  Articles of  Incorporation  +
          Amendments  of  Chaparral  Resources,  Inc.,  that were filed with the
          Colorado Secretary of State on November 15, 1997, shall be void and of
          no further force and effect and that Chaparral shall have the right to
          delete Section 7(l) therefrom.

     4.   The Parties acknowledge that they have each had a reasonable period of
          time within which to read and consider  this  Agreement,  that through
          

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<PAGE>


          their  counsel,  they have  negotiated the terms of this Agreement and
          that they understand the Agreement to their satisfaction.  The Parties
          warrant that they have the power and  requisite  authority to execute,
          deliver and perform this Agreement.

     5.   The Parties are represented by counsel in this matter,  have consulted
          with their attorneys prior to signing this Agreement,  and have signed
          this   Agreement   voluntarily   and  with  full   knowledge   of  the
          consequences.  The Parties each  acknowledge  that neither of them has
          been  influenced to any extent  whatsoever in making this Agreement by
          any  representations or statements  regarding any matter whatsoever by
          the other Party, or by any persons or entities  representing or acting
          on behalf of the other Party.

     6.   To the extent that any  provision of this  Agreement  may be deemed or
          determined to be unenforceable for any reason,  such  unenforceability
          will not impair or affect any other provision, and this Agreement will
          be  interpreted so as to most fully give effect to its terms and still
          be enforceable.

     7.   This  Agreement  constitutes  the whole of the  agreement  between the
          Parties on the subject matter,  superseding all prior oral and written
          conversations,  negotiations, understandings, and agreements in effect
          as of the date of this Agreement.  No oral understandings,  statements
          or promises contrary to the terms of this Agreement exist.

     8.   This Agreement may be executed in multiple counterparts, each of which
          so executed will be deemed to be an original, binding upon the Parties
          executing the same, and such counterparts will together constitute but
          one and the same Agreement.

     9.   This Agreement is the result of substantial  negotiations  between the
          Parties and their counsel.  Accordingly, the fact that counsel for one
          Party or another may have drafted this  Agreement is  immaterial,  and
          this Agreement will not be strictly construed against such Party.

     10.  The Parties  hereto agree that this Agreement will be binding upon and
          will  inure  to  the  benefit  of the  Parties  and  their  respective
          successors, legal representatives,  officers, shareholders,  partners,
          employees,   servants,  agents,   subsidiaries,   predecessors  and/or
          assigns.

     11.  This Agreement will be governed by, and construed in accordance  with,
          the laws of Texas without reference to its  choice-of-law  principles.
          The Parties hereby  absolutely and  irrevocably  consent and submit to
          the  jurisdiction of the courts of the State of Texas in Harris County
          and of the Federal Court located in said County in connection with any
          action or proceeding to enforce or interpret this Agreement.

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<PAGE>
                  

     12.  No modification or waiver of any provision  hereof will be made unless
          it is made in writing and signed by the Parties hereto.

     13.  Except as required by any  governmental  entity or law,  including but
          not limited to, Federal and state  securities laws, from and after the
          date hereof, the Parties shall keep confidential, and not discuss with
          or  disclose  to  any  other  person,   the  facts   relating  to  the
          Subscription  Agreement,  the dealings between the Parties relating to
          the transactions  mentioned  therein,  any written or oral information
          one Party  received from the other Party and the dealings  between the
          Parties  relating to the  Agreement.  Neither Party hereto,  except as
          required by any governmental entity or law, including, but not limited
          to, Federal and state  securities laws, will release to the public any
          information   concerning   this   Agreement,   or   the   transactions
          contemplated  hereby,   without  having  first  obtained  the  written
          approval  of  the  other  Party  hereto,  which  approval  may  not be
          unreasonably withheld.

     The Parties  signify  their  agreement to the  foregoing by affixing  their
respective signatures in the spaces provided below.

CHAPARRAL RESOURCES, INC.



By:  /s/   Howard Karren
---------------------------
Name:  Howard Karren
Title:  President
Date:  February 25, 1998



EXETER FINANCE GROUP, INC.



By:  /s/  Gordon Howard
---------------------------
Name:  Gordon Howard
Title:  Director
Date:  February 15, 1998



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