FIRST AMENDMENT TO LOAN AGREEMENT

FIRST AMENDMENT TO LOAN AGREEMENT made as of February 1, 2002 (the" First Amendment to Loan Agreement" or this"First
Amendment"), betweenEQUITY OIL COMPANY, a Colorado corporation having its principal place of
business at 10 West 300 South, Suite 806, Salt Lake City, Utah 84101 (the"Borrower"), andBANK ONE, NA(the"Lender"), a national banking association with its main office in Chicago, Illinois, as
successor-by-merger to Bank One, Texas, N.A.

R E C I T A L S

A.    The Borrower and the Lender are parties to a Loan Agreement dated as of September 9, 1999 (the"Original Loan
Agreement"),

B.    The Borrower has requested that the Lender modify the Original Loan Agreement as hereinafter provided.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt, sufficiency and adequacy of
which are hereby acknowledged, the parties hereto agree as follows:

1.01    Definitions.The defined terms used herein shall have the same meanings as provided therefore in
the Original Loan Agreement, unless the context hereof otherwise requires or provides. All references in the Loan Agreement to the"Agreement"and to
the"Loan Agreement"shall mean the Original Loan Agreement, as amended by this First Amendment to Loan Agreement, as the same shall hereafter be
amended from time to time. In addition, the following terms have the meanings set forth below when used in this First Amendment:



1.02    Conditions Precedent. The transactions contemplated by this First Amendment shall be deemed to be effective as of the
Effective Date, when the following conditions have been complied with to the satisfaction of the Lender:



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1.03    Amendments to Original Loan Agreement.On the Effective Date, the Original Loan Agreement shall
be deemed to be amended as follows:



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1.04    Representations and Warranties.To induce the Lender to enter into this First Amendment, the Borrower represents and
warrants as follows (which representations and warranties shall survive the execution and delivery hereof):



1.05    No Further Amendments.Except as previously amended in writing or as amended hereby, the
Original Loan Agreement shall remain unchanged and all provisions shall remain fully effective between the parties.

1.06    Limitation on Agreements.The agreements and amendments set forth herein are limited precisely
as written and shall not be deemed (a) to be a waiver or waivers of or a consent or consents to or an amendment of any other term or condition in the Original Loan Agreement, or (b) to
prejudice any right or rights which the Lender now has or may have in the future under or in connection with the Original Loan Agreement or any of the Loan Documents or any of the other documents
referred to therein. This First Amendment shall constitute a Loan Document for all purposes.

1.07    Counterparts.This First Amendment may be executed in counterparts, each of which shall
constitute an original, and all of which when taken together shall constitute a single contract. In making proof of this
First Amendment, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto.

1.08    Incorporation by Reference.This First Amendment is part of the Original Loan Agreement. All of
the miscellaneous terms and conditions contained in the Original Loan Agreement shall apply with equal force to this First Amendment, including without limitation the governing law provision, the
attorneys' fees provision, and the waiver of jury trial.

1.09    Entirety, etc.This instrument and all of the other Loan Documents embody the entire agreement
between the parties. To the extent this First Amendment conflicts with any of the other Loan Documents, this First Amendment shall control.

1.10    Notice of Final Agreement. THIS WRITTEN AGREEMENT, TOGETHER WITH ALL OF THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS AMONG THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.

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IN WITNESS WHEREOF, the parties have executed this First Amendment as of the date and year first above written.

| |  | EQUITY OIL COMPANY                                           
| |  | -------------------------------------------------------------
| |  | By:                                                          
| |  | BANK ONE, NA, as successor-by-merger to Bank One, Texas, N.A.
| |  | By:                                                          

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EXHIBIT A  WARRANTY CERTIFICATE

|To: |  | BANK ONE, NA, as Administrative Agent
|--- |  | -------------------------------------

Reference
is made to that certain Loan Agreement dated as of September 9, 1999 (the"Original Loan Agreement"), between EQUITY OIL COMPANY, a Colorado
corporation having its principal place of business in Salt Lake City, Utah (the "Borrower") andBANK ONE, NA(the"Lender"), a national
banking association with its main office in Chicago, Illinois, as successor by merger to Bank One, Texas, N.A.. The Original Loan Agreement, has been amended by a First Amendment to Loan Agreement
between the Borrower and the Lender dated as of February 1, 2002 (the"First Amendment"). The Original Loan Agreement and the First Amendment are
collectively referred to herein as the"Loan Agreement". The defined terms in this Certificate shall have the same meanings as provided therefor in the
Loan Agreement.

The
Borrower hereby certifies to the Lenders as to the following:



This
Certificate is given for the purpose of inducing the Lender to enter into the transaction contemplated by the First Amendment. The Borrower recognizes that the Lender is relying;
upon this Certificate in connection with its entry into the transactions contemplated by the First Amendment and the other Modification Papers, but for the statements made herein, the Lender would not
do so.

IN
WITNESS WHEREOF, the Borrower has executed this Certificate as of February 1, 2002.

| |  | EQUITY OIL COMPANY
| |  | ------------------
| |  | By:               

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