EXPLORATION AGREEMENT

     This Agreement is made and entered into this 1st day of November,  1997, by
and between PARALLEL  PETROLEUM  CORPORATION  ("Parallel"),  SUE-ANN  PRODUCTION
COMPANY ("Sue-Ann"),  TAC RESOURCES,  INC. ("TAC"),  ALLEGRO  INVESTMENTS,  INC.
("Allegro"),  (said Parties being sometimes hereinafter collectively referred to
as "Parallel/Sue- Ann"), BETA OIL & GAS, INC. ("Beta"),  PEASE OIL & GAS COMPANY
("Pease"),  MEYER FINANCIAL SERVICES, INC. ("Meyer"), and FOUR-WAY TEXAS, L.L.C.
("Four-Way") (said parties being sometimes hereinafter  collectively referred to
as "Beta/Pease");

                                   WITNESSETH:

         WHEREAS, Parallel/Sue-Ann have identified the lands outlined on the map
attached  as Exhibit  "A"  hereto,  except  the lands and depths  covered by the
Leases described on Exhibit "B" hereto (the "Excluded  Lands") , as an area that
they desire to jointly explore for the production of oil and gas;

         WHEREAS,  Parallel/Sue-Ann have acquired the Leases and Seismic Options
(as those terms are defined below)  described in Exhibits "C-1" and "C-2" hereto
(such Leases and Options being collectively  referred to as the "Existing Leases
and Options") covering the interests in the lands described in such agreements;

          WHEREAS,  Parallel/Sue-Ann  desire to conduct 3-D Seismic Operations
across most of the Contract Lands; and

         WHEREAS,  Beta,  Pease,  Meyer  and  Four-Way  desire  to  acquire  the
undivided  interests in the Existing  Leases and Options and  participate in the
3-D Seismic  Operations  to be conducted by  Parallel/Sue-Ann,  all as described
below;

         NOW, THEREFORE, in consideration of the premises, the mutual covenants,
agreements  and  obligations  set forth  herein,  and the mutual  benefits to be
received hereunder, the Parties hereto agree as follows:

                             ARTICLE 1. DEFINITIONS

         For the purposes of this Agreement,  the following terms shall have the
meanings designated below:

         1.1 "3-D Seismic  Operations"  means all operations which are necessary
to  produce  a  three-dimensional  seismic  data grid  over the  portion  of the
Contract  Lands on which the Parties  conduct  such  operations,  including  the
processing and interpretation of such data.

         1.2  "Contract  Lands"  shall  mean the  lands  lying  within  the area
outlined  by the bold,  solid line on Exhibit "A"  hereto,  except the  Excluded
Lands; provided,  however, the "Contract Lands" may be enlarged or contracted to
the same  extent that all of the  Parties  agree to expand or  contract  the 3-D
Seismic Operations to be conducted pursuant to Section 4.2 hereof.

         1.3  "Existing  Leases and  Options"  means  those  Leases and  Seismic
Options (as such terms are defined  below) which are described in Exhibits "C-1"
and "C-2"  hereto,  including  any such Leases and Options  which are renewed or
extended pursuant to Article 2.3 hereof.

         1.4  "Initial Interest" means a Party's initial interest hereunder as
set forth in Article 3.1 hereof.

         1.5 "Jointly-Owned Lease" means a Lease (as defined below) in which two
or more of the Parties own an interest pursuant to the terms of this Agreement.

         1.6  "Lease"  means oil and gas  lease,  oil,  gas and  mineral  lease,
unleased mineral interest, or sublease thereof, operating rights or other rights
or partial  interest  therein,  which authorize the owner thereof to explore any
portion of the Contract Lands for (and/or produce) oil and/or gas therefrom, and
the right to acquire any of the  foregoing.  This term also includes top leases,
farmout agreements  or any other  type of  agreement  under  which the right to
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explore and/or develop a portion of the Contract Lands can be earned  including
Seismic Options (as defined below).

         1.7  "Lease   Burden"  means  any  production   sale  contract,   lien,
encumbrance,   royalty,  overriding  royalty  interest,  net  profits  interest,
production  payment,  carried interest,  reversionary  working interest or other
charge upon a leasehold interest or the production therefrom.

         1.8 "Net Mineral  Acres" are  calculated by  multiplying  the undivided
interest in the minerals  covered by a Lease or Seismic  Option times the number
of gross acres covered by such Lease or Seismic Option times a Party's undivided
interest in such Lease or Seismic Option.

         1.9 "Party" means either Parallel,  Sue-Ann, TAC, Allegro, Beta, Pease,
Meyer or Four- Way or any other person or entity which hereafter becomes a party
hereto or is otherwise subject to the terms hereof.

         1.10   "Proportionate   share",   except  as  otherwise   provided  for
hereinbelow,  shall  be  calculated  by  dividing  a  Party's  Initial  Interest
percentage by the  aggregate of the Initial  Interests of all of the Parties who
are to share an  interest or an  obligation  pursuant  to the terms  hereof.  In
circumstances  where one or more  Parties  do not  participate  in a project  or
acquisition,  "proportionate  share" shall be determined  with  reference to the
Parties who participate in such project or acquisition.

         1.11  "Prospect"  means an area,  designated as a Prospect  pursuant to
Article 5.1  hereof,  within  which  there is expected to occur,  based upon the
information  developed  as a result  of 3-D  Seismic  Operations,  a  commercial
accumulation of oil and/or gas in a specific structural or stratigraphic trap.

         1.12 "Seismic  Option" or "Option" means an agreement  which entitles a
Party to conduct 3-D Seismic  Operations on a portion of the Contract Lands with
an option to acquire a Lease covering all or a portion of such lands.

         1.13  "Subsequently  Created  Burden"  means a Lease  Burden  which  is
created  by a Party  subsequent  to its  acquisition  of the  interest  which is
subject to the burden.

         1.14     Other terms are defined elsewhere in this Agreement.

        ARTICLE 2. ACQUISITION OF INTEREST IN EXISTING LEASES AND OPTIONS

         2.1 Initial  Acquisition.  Beta,  Pease,  Meyer and  Four-Way  agree to
acquire from Parallel the following  interest set forth  opposite  their name in
the Existing Leases and Options:

         Beta  ...............................................   20%
         Pease  ...............................................12.5%
         Meyer  .............................................     2%
         Four-Way  ..........................................     1%

For such interests,  Beta,  Pease,  Meyer and Four-Way agree to pay Parallel the
sum of One Hundred  Thirty-Three  and 33/100  Dollars  ($133.33) per Net Mineral
Acre covered by the respective  undivided  interests in the Existing  Leases and
Options so acquired by such Parties.  Parallel has  represented to Beta,  Pease,
Meyer and Four-Way  that the Existing  Leases and Options  described in Exhibits
"C-1" and "C-2"  hereto cover at least  17,654 Net Mineral  Acres.  Accordingly,
Beta, Pease,  Meyer and Four-Way  initially shall pay Parallel the sum set forth
opposite their name for the interest each acquires under this Article 2.1:

         Beta  .......................................   $470,773.00
         Pease  .....................................    $294,216.00
         Meyer  .....................................     $47,077.00
         Four-Way  ..................................     $23,539.00

Beta,  Pease,  Meyer and Four-Way shall pay Parallel such sums upon the complete
execution hereof. Upon receipt of such payment, each such Party will be assigned
its respective  percentage  interest (as set forth above in this Article 2.1) in
the Existing Leases and Options. In the event it is determined


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that the Existing  Leases and Options cover less than 17,654 Net Mineral  Acres,
Parallel shall refund to Beta,  Pease,  Meyer and Four-Way the amounts that such
Parties  overpaid for their  respective  Initial  Interests  acquired under this
Article 2.1. If it is determined that the Existing Leases and Options cover more
than  17,654 Net  Mineral  Acres,  Beta,  Pease,  Meyer and  Four-Way  shall pay
Parallel an additional sum equal to their  proportionate  share of the number of
Net Mineral Acres covered by the Existing Leases and Options in excess of 17,654
Net Mineral Acres.

         2.2 Subsequently-Acquired Leases and Options. All of the Parties hereto
agree to acquire and pay their proportionate share (as provided  hereinbelow) of
the cost of any Leases or  Seismic  Options,  including  a Lease or an option in
renewal  of  an  expiring  Lease  or  Option  as  provided  in  Article  2.3  (a
"Subsequently-Acquired  Lease or Option"), which are acquired by a Party from an
unaffiliated third party prior to the conclusion of 3-D Seismic Operations.  For
the purposes of this Article 2.2, the proportionate  shares of the interests and
costs of a  Subsequently-Acquired  Lease or  Option  of the  Parties  comprising
Parallel/Sue-Ann shall be as follows:

         Parallel...............................................  79.125%
         Sue-Ann................................................  16.875%
         TAC..................................................     1.000%
         Allegro..............................................     3.000%

Beta, Pease, Meyer and Four-Way agree to purchase their  proportionate  share of
such Subsequently- Acquired Leases or Options from Parallel for a price equal to
the actual total cost thereof plus  one-third  (1/3) of such total cost thereof.
The Party  initially  acquiring such interest  shall  promptly  notify the other
Parties comprising  Parallel/Sue-Ann  of the acquisition of such interest.  Such
notice shall contain the same  information  as is required in Article 6.3 for an
AMI  Interest.  The other Parties  comprising  Parallel/Sue-Ann  shall  promptly
reimburse the acquiring Party for their  proportionate share of the actual total
cost  thereof.  Upon  receipt of a Party's  proportionate  share of the costs of
acquiring such interest, the acquiring party shall promptly assign to such Party
its  proportionate  share of such  interest  (as set forth above in this Article
2.2).   Upon   Parallel's   acquisition   of  its   proportionate   share  of  a
Subsequently-Acquired  Lease or Option, it shall notify Beta,  Pease,  Meyer and
Four-Way of such  acquisition  and invoice  them for their  proportionate  share
thereof  at a price  equal to the total cost of  acquiring  such Lease or Option
plus one-third (1/3) of such total cost. Upon receipt of the purchase price from
such Party Parallel shall promptly assign to such Party its proportionate  share
of such interest.

         2.3  Expiring  Options.  If any Leases or Options  covered  hereby will
expire prior to the completion of the 3-D Seismic Operations contemplated herein
and the exercise of the Options to acquire Leases under such Options,  the Party
originally acquiring such expiring Lease or Option shall use its best efforts to
renew such Leases or Options  for a  sufficient  period of time to complete  the
proposed  3-D  Seismic   Operations   thereon  and  exercise  any  such  Options
thereunder.  All such renewals  shall be treated in the same manner as set forth
in Article 2.2, above, pertaining to Subsequently-Acquired Leases and Options.

                      ARTICLE 3.  INTERESTS OF THE PARTIES

         3.1 Initial  Interests  of the  Parties.  The Initial  Interests of the
Parties hereunder will be as follows:

         Parallel..........................................    43.625%
         Sue-Ann...........................................    16.875%
         TAC..............................................      1.000%
         Allegro..........................................      3.000%
         Beta..............................................    20.000%
         Pease.............................................    12.500%
         Meyer  ..........................................      2.000%
         Four-Way  .......................................      1.000%

All Existing  Leases and Options will be owned by the Parties in accordance with
their respective Initial Interests.  All  Subsequently-Acquired  Seismic Options
will be  owned  in the  same  proportions  as the  Parties'  Initial  Interests,
provided that each Party has paid its proportionate share of the cost thereof as
provided in Section 2.2. If a Party fails to pay for its proportionate  share of
a Subsequently-Acquired Seismic Option, such Seismic Option will be owned by the
Parties who paid their original  proportionate share of the costs thereof.


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Such  Parties will pay their  proportionate  share of the total cost thereof and
such  interests  shall be owned by such  Parties in the  proportions  that their
respective  Initial  Interests  hereunder bear to the aggregate of such Parties'
Initial Interests.

         3.2 Existing  Burdens.  Each Party's interest under this Agreement,  in
the Leases and Seismic  Options covered hereby and the Leases acquired and to be
acquired pursuant hereto,  shall be subject to and burdened by its proportionate
share of all existing  operating  agreements,  existing and pending  pooling and
spacing orders and all Lease Burdens other than  Subsequently  Created  Burdens.
Each Party hereto hereby assumes and agrees to perform its  proportionate  share
of the obligations  under all Leases and Seismic Options and the Leases acquired
pursuant to this Agreement and the other obligations  described in this Article,
but only to the extent that such obligations arise after the acquisition of such
Leases and Seismic Options by such Party.

                          ARTICLE 4. SEISMIC OPERATIONS

         4.1 Existing  Seismic,  Geologic and Other Subsurface  Data.  Except as
prohibited by law or by agreements with third parties,  upon request, each Party
owning  existing  seismic data  pertaining  to the Contract  Lands shall furnish
copies of all of such data to any Party requesting such data,  together with any
geologic or other subsurface data that could be useful in the  interpretation of
such  seismic  data.  The Party  requesting  such data shall bear the expense of
copying  it. The Party  owning any seismic or other data which may not be copied
shall, upon request,  make such data available to the Party requesting such data
during normal business hours.

         4.2 3-D  Seismic  Operations.  Parallel  shall  serve  as  Operator  in
conducting  all 3-D  Seismic  Operations.  All  Parties  agree to  conduct  such
operations on all or  substantially  all of the Contract Lands. The Parties may,
by unanimous  agreement,  reduce the number of sections on which such operations
will  be  conducted  (for  example,   where  technical,   legal  or  operational
considerations indicate that such reduction is warranted). Beta and Pease desire
to  participate  in such 3-D  Seismic  Operations.  The  Parties  shall bear the
following proportions of the total cost of all 3-D Seismic Operations:

         Parallel........................................  31.79166%
         Sue-Ann.........................................  16.87500%
         TAC............................................    1.00000%
         Allegro.......................................     3.00000%
         Beta............................................  26.66667%
         Pease...........................................  16.66667%
         Meyer..........................................    2.66667%
         Four-Way  .....................................    1.33333%

Subject  to  Article  5.1.1,  the data that is  obtained  from such 3-D  Seismic
Operations  shall be owned by the Parties in the  proportions  of their  Initial
Interests  hereunder.  The  Parties  agree  to  work  together  in a  spirit  of
cooperation and in good faith in planning and causing the 3-D Seismic Operations
to be conducted as contemplated and provided  herein,  as well as in sharing the
data collected therefrom and the interpretations  thereof.  Such interpretations
shall  in no way be  deemed  a  representation  that  such  interpretations  are
accurate or correct.  Such  interpretations  shall be given merely as a means of
sharing such Party's analysis and ideas regarding such data.

         4.3  Confidentiality  of Seismic Data.  Except as provided below,  each
Party  agrees  to keep  all  seismic  data  obtained  pursuant  to  Article  4.2
confidential  for a period of seven (7) years  from the date  hereof.  After the
expiration of seven (7) years from the date hereof,  any Party may sell the data
it acquired  pursuant to Article 4.2. Each Party owning an interest in such data
shall receive its proportionate share of the proceeds of any such sale. Any data
acquired  from  another  Party  pursuant  to Article  4.1 shall  forever be kept
confidential by the Parties;  provided,  however,  that the Party who originally
contributed  such data may share,  sell or  otherwise  dispose of such data that
does not pertain to a Prospect to a third party after the  expiration of one (1)
year from the date hereof,  and the other  Parties shall have no interest in the
proceeds from such sale.  Notwithstanding  the  foregoing,  a Party may disclose
seismic data to a  prospective  purchaser  or farmee of such  Party's  interest,
provided (i) such disclosure is limited to the Prospect under  consideration for
sale or farmout,  (ii) the prospective purchaser or farmee must review such data
in the  affected  Party's  offices  and may not copy such  data,  and (iii) such
prospective  purchaser  or farmee must  execute a  confidentiality  agreement to
prevent further disclosure and unauthorized use of such data.


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         4.4 Review of Seismic  Data.  The Parties  agree to  cooperate  in good
faith in reviewing  the seismic  data  obtained  hereunder.  Such data should be
reviewed by the Parties as soon as  practicable  after the data for a particular
area is  available  so that the Parties can make a decision as to whether or not
to  exercise  any of the  Options to  acquire  Leases  under any of the  Seismic
Options pertaining to such area.

                           ARTICLE 5. EXERCISE OF OPTIONS

         5.1 Designation of Prospects. The Parties shall cooperate in good faith
to establish  Prospects  within the Contract Lands as soon as practicable  after
the data for an area has been processed and interpreted. Any Party may designate
a  Prospect  within  seven (7) years  from the date  hereof by giving  the other
Parties  written  notice of such  designation.  Such notice shall  contain a map
which  reflects  the outline of the lands to be included  within such  Prospect,
together with a description  of the seismic  data,  prospective  feature and any
interpretative  data or maps upon  which such  Prospect  is based.  The  Parties
receiving  notice of the designation of a Prospect shall have fourteen (14) days
after  receipt of such  notice in which to elect in writing  whether or not they
will  participate in such Prospect.  Any Party which has not furnished the Party
designating a Prospect with its written  election to  participate  in a Prospect
within said fourteen-day  period  conclusively shall be presumed to have elected
not to participate in the Prospect so designated. Any Party not participating in
a Prospect  shall  promptly  assign all of its interest in the Options or Leases
covering lands lying within such Prospect to the Parties  participating  in such
Prospect, in the proportions of their respective interests therein.

                  5.1.1 Extension; Additional Seismic Operations. In the event a
         Prospect  includes lands lying on the border of the Contract Lands, one
         or more of the Parties  participating  in such Prospect may propose the
         conducting of additional 3-D Seismic  Operations to obtain seismic data
         on lands lying outside of the Contract Lands but reasonably anticipated
         to be underlain by the feature for which such Prospect was  designated.
         In the  event  all  Parties  participating  in such  Prospect  agree to
         participate in the additional seismic operations, the Prospect shall be
         enlarged  to cover  the  lands  included  in such  proposed  additional
         shooting and all such Parties shall bear their  proportionate  share of
         the costs of such additional seismic operations.  A Party participating
         in the original  Prospect may elect not to participate in expanding the
         Prospect by  conducting  additional  3-D Seismic  Operations,  in which
         event the lands covered by the additional 3-D Seismic  Operations shall
         constitute  a separate  Prospect in which only the  Parties  conducting
         such operations will participate.  Notwithstanding  the foregoing,  the
         expanded  Prospect shall not include any lands on which (i) the Parties
         electing to participate in the expanded Prospect are unable to obtain a
         Lease or an Option  from a third  party or (ii) a Party owns a Lease or
         Option  which has been  committed  to an  agreement  with a third party
         prior to the date hereof.

         5.2 Acquisition of Leases Within Prospects.  The Parties  participating
in a  Prospect  will  acquire  and pay for Leases  covering  lands  within  such
Prospects upon the terms provided for in the applicable  Seismic Options or upon
such other terms as the Parties can  mutually  agree upon if some Leases are not
governed by the terms of a Seismic Option.

         5.3 Minimum  Acreage  Obligation.  In the event the Leases  acquired by
Parties  electing to participate in Prospects do not satisfy the minimum acreage
selection requirements under one or more of the Seismic Options, then each Party
must  acquire and pay for its  proportionate  share of the Leases  which must be
acquired in order to fulfill any such minimum acreage selection requirements.

                           ARTICLE 6. AREA OF MUTUAL INTEREST

         6.1  Establishment of Area of Mutual  Interest.  The Contract Lands are
hereby  established as an Area of Mutual  Interest for a term of seven (7) years
from the date of this Agreement. Thereafter, those lands lying within a Prospect
which has been  designated as provided in Article 5.1 shall be established as an
Area of Mutual Interest for the Parties then owning an interest in such Prospect
for as long as any Jointly-Owned Lease covering lands within such Prospect is in
force and effect as to such land.

         6.2  Acquisition of Interest.  After all of the 3-D Seismic  Operations
have been completed (through the interpretation of the data obtained therefrom),
except as otherwise provided in this


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Article  6, if  during  the term of the Area of  Mutual  Interest  a Party  (the
"Acquiring  Party")  acquires from an unaffiliated  third party a Lease covering
lands lying within such Area of Mutual Interest (an "AMI  Interest"),  the other
Parties (the  "Non-Acquiring  Parties")  shall have the first and prior right to
acquire  their  proportionate  share of such  interest  upon the terms set forth
below.  If an AMI Interest covers lands lying within a Prospect in which a Party
has elected not to  participate  pursuant  to Articles  5.1 or 8.4 hereof,  such
Party  shall offer one hundred  percent  (100%) of such  interest to the Parties
participating in such Prospect.

         6.3  Notification.  The Acquiring Party shall notify the  Non-Acquiring
Parties in writing of the acquisition of an AMI Interest.  Such notice shall set
forth (i) a  description  of the interest  acquired,  (ii) the total cost of the
interest,  including all land and legal costs  associated  with the  acquisition
thereof,  (iii) the proportionate  share of such interest that the Non-Acquiring
Parties  are  entitled to acquire,  and (iv) any other  pertinent  terms of such
acquisition,  including copies of such Leases, assignments, bank drafts or other
evidence of payment for such interest.

         6.4 Election Period. The Non-Acquiring Parties shall have ten (10) days
from the receipt of such notice to elect to acquire.  If any Non-Acquiring Party
elects to acquire its  proportionate  share of the AMI  Interest,  such election
shall be given in  writing  to the  Acquiring  Party  within ten (10) days after
receipt of notice of the acquisition of the interest. If the Acquiring Party has
not  received an  election in writing  from a  Non-Acquiring  Party  within said
ten-day period, such Non- Acquiring Party conclusively shall be presumed to have
elected not to acquire its proportionate share of the AMI Interest.

         6.5 Binding Obligation. An election by a Non-Acquiring Party to acquire
its proportionate  share of a AMI Interest shall constitute a binding obligation
of such Non-Acquiring  Party to pay its proportionate share of the total cost of
the AMI Interest  within  thirty (30) days from the date that the  Non-Acquiring
Party receives notice of the acquisition of such interest. If the Non- Acquiring
Party elects to acquire its proportionate  share of an AMI Interest,  the notice
of acquisition  shall be deemed to be an invoice for the  Non-Acquiring  Party's
proportionate share of the total cost of such interest.  If a Party fails to pay
its  proportionate  share  of the  cost  of  such an AMI  Interest  within  said
thirty-day period,  such Party shall then be conclusively deemed to have elected
not to  acquire  its  proportionate  share of such  interest  and the  Acquiring
Parties  shall  have the  right to  acquire  their  proportionate  share of such
interest.

         6.6 Assignment of AMI Interest.  The Acquiring  Party shall execute and
deliver an  Assignment to each  Non-Acquiring  Party which elects to acquire its
proportionate  share of an AMI Interest as soon as practical after receiving the
Non-Acquiring Party's proportionate share of the total cost thereof.

         6.7 Renewal and Extension Leases. Except as required in Article 2.3, if
a Party  shall at any time  acquire a renewal or  extension  of a  Jointly-Owned
Lease (a "Renewal or Extension Lease"),  each Non-Acquiring Party shall have the
first  and  prior  right  to  acquire  its  proportionate  share  thereof.   The
acquisition  of a Renewal or Extension  Lease pursuant to this Article 6.7 shall
be treated just as if it was an AMI Interest  under Article 6.3 hereof.  For the
purposes of this provision, the term "Renewal or Extension Lease" shall mean any
Lease which is acquired before the expiration of a prior  Jointly-Owned Lease or
taken  or  contracted  for  within  one  (1)  year  from  the  expiration  of  a
Jointly-Owned  Lease,  but shall not include an Option acquired in renewal of an
Expiring Option as provided in Article 2.3.

                 ARTICLE 7.  SALE, FARMOUT OR OTHER DISPOSITION
                         OF AN INTEREST TO A THIRD PARTY

         Any Party may farm out or otherwise  dispose of all or a portion of its
interest in any  Jointly-  Owned Lease to a third party.  The Party  desiring to
sell,  farm out or  otherwise  dispose of such  interest  must  notify the other
Parties in writing of all of the terms of such trade.

                        ARTICLE 8. SUBSEQUENT OPERATIONS

         8.1  Operator.  Sue-Ann  shall have the first and prior right to be the
Operator  for all  operations  conducted  on the  Contract  Lands except the 3-D
Seismic  Operations,  provided  that  it  has  elected  to  participate  in  the
acquisition  of the Leases  covering the portion of the Contract  Lands on which
such operations are to be conducted. Except as otherwise hereinabove provided, a
majority in interest of the Parties  participating  in a well may mutually agree

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that any of them or some third  party may serve as  Operator  for any such well.
Except as otherwise agreed by the Parties, any Party participating in a Prospect
may, by forty-five  (45) days' prior written  notice to the other  participating
Parties, cause the commencement of drilling operations on the Initial Well to be
drilled on such Prospect; subject, however, to the provisions of Article 8.3.

         8.2 Operating  Agreement.  Except as provided  herein,  all  operations
conducted on the Contract Lands shall be conducted in accordance  with the terms
of an  Operating  Agreement  substantially  in the form  attached as Exhibit "D"
hereto. A separate Operating Agreement shall be executed for each Prospect, with
the first well drilled in such  Prospect to be designated as the Initial Well. A
commencement  date for such  Initial  Well  will be  included  in the  Operating
Agreement upon execution only if agreed to by all participating  Parties at that
time;  otherwise,  the commencement date will be determined  pursuant to Article
8.1.  The share of costs  which each Party  must bear and the  interest  of each
Party in the  production  from each well drilled under the  Operating  Agreement
will be determined on a well-by-well basis.

         8.3 Limitation on Number of Wells  Drilling.  Only two (2)  exploratory
wells shall be drilling on the Contract Lands at any time unless it is necessary
to commence a well while  another well is being drilled in order to perpetuate a
Lease or otherwise satisfy the terms of a continuous drilling obligation.

         8.4  Non-Consent  Election on the Drilling of a Well. If a Party elects
not to participate in the drilling of any well in a Prospect  established  under
Section 5.1 hereof,  such Party shall relinquish all of its rights and interests
in that Prospect  proportionately  to the other Parties who elect to participate
in the  drilling  of such  well  save and  except  such  non-consenting  Party's
interest  in any wells in such  Prospect  in which  such Party  participated  in
drilling and the proration unit or spacing unit therefor, provided that the well
in which such Party  elected not to  participate  is  commenced  within the time
prescribed provided in the applicable Operating Agreement.

                      ARTICLE 9.  REMEDIES FOR NON-PAYMENT

         All of the payments  required to be made by a Party  hereunder shall be
made on or before  such  payments  are due.  The  failure of any Party to pay an
amount due  hereunder  by the date that it is due shall  constitute  a breach of
this  Agreement.  The  remedies  for  failure to make the  payments  required by
Article 6.5  (pertaining to the  acquisition  of an AMI  Interest),  Article 6.7
(pertaining to Renewal and Extension  Leases) and the payments required under an
applicable  Operating  Agreement  shall be  governed by the  provisions  of such
Articles or the Operating Agreement (as the case may be). For all other payments
to be made  hereunder,  the Party to whom  such a  payment  is not made when due
shall have the right to make written  demand on the Party from whom such payment
is past due.  If the  Party  receiving  such  written  demand  fails to make the
required  payment  within  sixty (60) days from the date that it  receives  such
written  demand,  such Party shall  relinquish  all of its  interest  under this
Agreement  (including,  but not limited to all of the interest  that it acquired
pursuant to the terms  hereof in any  Leases,  Options,  seismic  data and wells
drilled on the Contract  Lands) to the Party to whom such  payment is owed.  The
Party so  relinquishing  its interest  hereby  designates the Party to whom such
payment is owed as its agent and  attorney-in-fact  for the  limited  purpose of
such  instrument  of  conveyance  as is  necessary  to convey  the  relinquished
interests  to the Party to whom the payment is owed.  The Party  receiving  such
relinquished  interest  shall then offer the other Parties  their  proportionate
share of such  relinquished  interest.  Each of the other  Parties who pay their
proportionate share of the sum of money that was owed by the Party relinquishing
its interest to the Party offering such interest  within fourteen (14) days from
its receipt of such offer,  shall be  entitled to their  proportionate  share of
such relinquished  interests and the Party offering such interest shall, as soon
as practicable, execute an instrument conveying such interest to such Parties.

                            ARTICLE 10. MISCELLANEOUS

         10.1 Term and Applicability of Agreement.  Except as otherwise provided
for herein,  the provisions of this  Agreement  shall remain in force and effect
for a term of seven (7) years from the date hereof except that it shall apply to
each Jointly-Owned Lease and the lands included within the Prospect in which the
lands  covered  by such  Jointly-Owned  Lease are  situated  for as long as such
Jointly-Owned Lease remains in force and effect.



                                       -7-

<PAGE>



         10.2  Governing  Law.  The laws of the  State of Texas  shall  apply in
all matters concerning this Agreement.

         10.3 Entire  Agreement.  This Agreement,  including all of the exhibits
attached hereto,  constitute the entire agreement of the Parties  concerning the
subject  matter  hereof,  and  there are no other  understandings,  obligations,
relationships or agreements,  written or oral,  pertaining to the subject matter
of this Agreement.  This Agreement supersedes,  replaces and shall be in lieu of
that certain Exploration  Agreement dated October 22, 1996, between Parallel and
Sue-Ann,  insofar only as this Agreement  covers the lands and depths covered by
the  Exploration  Agreement dated October 22, 1996.  Otherwise,  the Exploration
Agreement  dated  October  22,  1996  shall  remain in force as to the lands and
depths covered thereby which are not covered by this Agreement.

         10.4 Inurement. This Agreement shall be binding upon and shall inure to
the  benefit of the  successors  and  assigns of the  Parties  and the terms and
provisions  hereof shall  constitute  covenants  running with the lands  subject
hereto to the extent that such provisions apply to such lands.

         10.5 Notices. All notices required to be given hereunder shall be given
in writing.  Any such notice shall be deemed to be given upon receipt thereof by
the Party who is to receive  the notice.  The receipt of a notice by  electronic
facsimile (fax) shall be considered as delivery of such notice. If notice by fax
is received other than during normal business hours, it shall be deemed received
on the next business day. All notices  required  hereunder shall be given to the
Parties as follows:

         If to Parallel:                       Parallel Petroleum Corporation
                                               110 N. Marienfeld, Suite 465
                                               Midland, Texas 79701

                                               Attn: Mr. Larry C. Oldham
                                                     or
                                               Fax No.: 915-684-3905

         If to Sue-Ann:                        Sue-Ann Production Company
                                               1908 N. Laurent, Suite 570
                                               Victoria, Texas 77901

                                               Attn: Mr. Richard Marshall
                                                      or
                                               Fax No.: 512-576-6099

         If to Beta:                           Beta Oil & Gas, Inc.
                                               901 Dove Street, Suite 230
                                               Newport Beach, California 92660

                                               Attn: Mr. Steve Antry
                                                      or
                                               Fax No.: 714-752-5757

         If to Pease:                          Pease Oil & Gas Company
                                               751 Horizon Court
                                               Grand Junction, CO 81506-8758

                                               Attn: Mr. Willard Pease, Jr.
                                                      or
                                               Fax No.: 970-243-8840

         If to TAC:                            TAC Resources, Inc.
                                               P.O. Box 206
                                               Victoria, Texas 77902

                                               Attn: Mr. Bill Bishop
                                                       or
                                               Fax No.: 512-573-9840

                                    -8-

<PAGE>




         If to Allegro:                        Allegro Investments, Inc.
                                               1908 N. Laurent, Suite 370
                                               Victoria, Texas 77901

                                               Attn: Mr. Chris Thompson
                                                       or
                                               Fax No.: 512-576-9643

         If to Meyer:                          Meyer Financial Services, Inc.
                                               5645 Harris Hill Road
                                               Williamsville, NY 14221

                                               Attn: Mr. Jeffrey Meyer
                                                       or
                                               Fax No.: 716-741-1075

         If to Four-Way:                       Four-Way Texas, L.L.C.
                                               c/o Kissing Bridge Company
                                               11296 State Road
                                               Glenwood, NY 14069

                                               Attn: Mr. Bob James
                                                       or
                                               Fax No.: 716-592-4228

         10.6 Transfers Subject to this Agreement. Any sale, agreement, transfer
or other disposition of an interest in the Contract Lands however  accomplished,
either voluntarily or involuntarily,  by operation of law or otherwise, shall be
subject  to the  terms of this  Agreement.  Any  instruments  which  convey  any
interest  in the  Contract  Lands  shall  be  made  expressly  subject  to  this
Agreement.

         10.7  Singular  and  Plural.  When the context  requires,  the use of a
singular noun or pronoun shall be deemed plural and vice versa.

         10.8  Further  Assurances.  Each of the Parties  agrees to perform such
other acts and execute and deliver such other instruments as may be necessary in
order to effectuate the terms of this Agreement.

         10.9 Relationship of the Parties. The Parties do not intend to create a
partnership  by entering  into this  Agreement.  The Parties  agree that for the
purposes of federal income  taxation,  they are not to be taxed as a partnership
and each Party  will elect to be  excluded  from the  application  of all of the
provisions of Subchapter "K",  Chapter 1, Subtitle "A", of the Internal  Revenue
Code of 1986, as amended ("Code"), as permitted and authorized by Section 761 of
the  Code and the  regulations  promulgated  thereunder.  The  liability  of the
Parties hereunder shall be several, not joint or collective.

         10.10 Memorandum of Operating  Agreement.  The Parties agree to execute
and  record in the  Records of  Jackson  County,  Texas,  a  Memorandum  of this
Exploration Agreement, in the form attached as Exhibit "E" hereto.

         IN WITNESS  WHEREOF,  the  Parties  have  executed  this  Agreement  in
multiple counterparts as of the date first above written.


                                                 PARALLEL PETROLEUM CORPORATION


                                                 By:
                                                 Printed Name:
                                                 Title:

                                       -9-

<PAGE>



                                                 SUE-ANN PRODUCTION COMPANY


                                                 By:
                                                 Printed Name:
                                                 Title:



                                                 TAC RESOURCES, INC.


                                                 By:
                                                 Printed Name:
                                                 Title:



                                                 ALLEGRO INVESTMENTS, INC.


                                                 By:
                                                 Printed Name:
                                                 Title:



                                                 BETA OIL & GAS, INC.


                                                 By:
                                                 Printed Name:
                                                 Title:



                                                 PEASE OIL & GAS COMPANY


                                                 By:
                                                 Printed Name:
                                                 Title:



                                                 MEYER FINANCIAL SERVICES, INC.


                                                 By:
                                                 Printed Name:
                                                 Title:



                                                 FOUR-WAY TEXAS, L.L.C.


                                                 By:
                                                 Printed Name:
                                                 Title:




                                     -10-

<PAGE>



STATE OF TEXAS                      )
                                    )
COUNTY OF MIDLAND                   )

         This  instrument  was  acknowledged  before  me  this  _______  day  of
_______________,  1997, by  ___________________________________________________,
_______________________  of Parallel Petroleum Corporation, a Texas corporation,
on behalf of said corporation.



                                                  Notary Public, State of Texas


STATE OF TEXAS                      )
                                    )
COUNTY OF                           )

         This  instrument  was  acknowledged  before  me  this  _______  day  of
_______________,  1997, by  ___________________________________________________,
_______________________   of  Sue-Ann  Production  Company,  a  ________________
corporation, on behalf of said corporation.



                                                  Notary Public, State of Texas


STATE OF TEXAS                      )
                                    )
COUNTY OF                           )

         This  instrument  was  acknowledged  before  me  this  _______  day  of
_______________,  1997, by  ___________________________________________________,
_______________________ of TAC Resources,  Inc., a _______________  corporation,
on behalf of said corporation.



                                                  Notary Public, State of Texas


STATE OF                            )
                                    )
COUNTY OF                           )

         This  instrument  was  acknowledged  before  me  this  _______  day  of
_______________,  1997, by  ___________________________________________________,
_______________________   of  Allegro   Investments,   Inc.,  a  _______________
corporation, on behalf of said corporation.



                                                  Notary Public, State of




                                         -11-

<PAGE>



STATE OF                            )
                                    )
COUNTY OF                           )

         This  instrument  was  acknowledged  before  me  this  _______  day  of
_______________,  1997, by  ___________________________________________________,
_______________________ of Beta Oil & Gas, Inc., a _______________  corporation,
on behalf of said corporation.



                                                Notary Public, State of


STATE OF                            )
                                    )
COUNTY OF                           )

         This  instrument  was  acknowledged  before  me  this  _______  day  of
_______________,  1997, by  ___________________________________________________,
_______________________   of  Pease  Oil  &  Gas  Company,  a  _________________
corporation, on behalf of said corporation.



                                                Notary Public, State of


STATE OF                            )
                                    )
COUNTY OF                           )

         This  instrument  was  acknowledged  before  me  this  _______  day  of
_______________,  1997, by  ___________________________________________________,
_______________________  of Meyer Financial  Services,  Inc., a  _______________
corporation, on behalf of said corporation.



                                                Notary Public, State of


STATE OF                            )
                                    )
COUNTY OF                           )

         This  instrument  was  acknowledged  before  me  this  _______  day  of
_______________,  1997, by  ___________________________________________________,
_______________________  of Four-Way Texas,  L.L.C., a  _______________  limited
liability company, on behalf of said limited liability company.



                                                Notary Public, State of



                                       -12-

<PAGE>



                                   EXHIBIT "A"


                                (Contract Lands)





<PAGE>



                                   EXHIBIT "B"


<TABLE>


                                                        Gross
Lessor                          Date         Acres     Net Acres      Vol./Page
- ------                          ----         -----     ---------      ---------


<S>                           <C> <C>         <C>          <C>           <C>
*Florence Groberg, et al ......03/01/33       354          354           86/286
 **Maggie Branch, et vir ......12/03/34      1804.83      1804.83        92/623
*Otto Hultquist ...............08/04/34       167.5        167.5         90/597
*T.N. Mauritz, et al ("A") ....07/10/35       209.5        209.5         94/436
*T.N. Mauritz, et al ("B") ....12/26/32       110.5        110.5         84/81
*Martin Hultquist, et ux ......07/10/35       200          200           94/429
*Hanna Ross et al .............07/22/35       143          143           96/246
*A.T. Ross, et ux .............12/16/34       100          100           92/224
*Florence V. Tunison, et al ...08/14/34       909          909           91/540
*Mortgage Land & Investment ...07/10/35       321.25       321.25        94/440
 Co ..................................
*Lillian A. Silliman, et vir ..12/10/32       241.25       241.25        83/602
*F. Wayne Silliman, et ux .....09/13/49       121.25       121.25       189/73
*T.C. Robertson, et al ........12/11/34       200          200           92/218
*Bohus Simicek, et ux .........09/23/40       165          165     No Recording
*A.J. Dahlstrom, et ux ........08/01/47        16           16          171/25
*C.A. Barron, et ux ...........07/22/54       100          100          244/378
***W.W. McCrory, et ux ........02/06/34       184.5        184.5         71/463
                                             ------       ------
                                             5347.58      5347.58
</TABLE>

         *      From the surface down to 8,000 feet.
         **     From the surface down to 6,620 feet.
         ***    From the  surface  down to 7,600  feet  (as to 102.5  acres) is
                subject to farmout agreement with Ka-Hugh International.