AGREEMENT

         THIS  AGREEMENT  (this  "Agreement")  is entered  into  effective as of
January 1, 2000, by and between FX Energy,  Inc., a Nevada corporation,  and its
subsidiaries  and  affiliates  through  which it owns  interests and carries out
activities in Poland (collectively,  "FX Energy"), and Apache Overseas,  Inc.. a
Delaware corporation,  and its subsidiaries and affiliates through which it owns
interests and carries out activities in Poland (collectively, "Apache").

                                    Recitals

         A. Apache and FX Energy hold certain  rights to explore for and exploit
natural  gas and oil in certain  lands in the  Republic  of Poland and have been
conducting  exploration  operations  in Poland  pursuant to various  agreements.
Apache and FX Energy jointly hold exploration rights covering approximately 11.5
million acres and options covering approximately 3.4 million acres controlled by
Polski Gornictwo Naftowe i Gazownictwo S.A. ("POGC").

         B. The  strategic  alliance  of Apache and FX Energy  has  historically
focused on an extensive  exploration program. To date, Apache and FX Energy have
jointly participated in the drilling of six wells, and Apache has covered all of
FX Energy's drilling and completion costs for five of the six wells.  Apache and
FX Energy also entered into a Farmin  Agreement with POGC with respect to POGC's
Lachowice  area.  The  Farmin  Agreement  was the  first  agreement  of its kind
executed by POGC with foreign entities.

         C. The close  relationship  that  Apache and FX Energy  have  developed
together.  and with POGC  will  hopefully  lead to an  expanded  program  in the
Republic of Poland that will include the acquisition of producing properties and
the  development  and  enhancement of proven  properties  within the Republic of
Poland. Apache and FX Energy have been evaluating several opportunities, and, as
a result of their  analyses,  executed a Letter of Intent with POGC that,  among
other  things,  establishes  an  exclusive  negotiation  period  for a  proposed
transaction  involving  the  acquisition  of interests  in the Koscian,  Rensko,
Obrzycko,   Paproc  East  and  Stezyca   project   areas  (the   "Zielona   Gora
transaction").

         D. In light of these developments,  Apache and FX Energy wish to modify
certain  provisions  of  their  existing   agreements  and  acknowledge  certain
additional agreements.

                                    Agreement

         NOW, THEREFORE,  in consideration of the foregoing recitals,  which are
incorporated  herein  by  this  reference,  and  for  other  good  and  valuable
consideration,   the  receipt  and  legal   sufficiency   of  which  are  hereby
acknowledged, the parties hereto agree as follows:

1. Interim Funding Agreement (Zielona Gora). Apache and FX Energy are parties to
an Interim Funding Agreement dated as of September 30, 1999. The Interim Funding
Agreement,  among other things, sets forth a timetable for FX Energy's obtaining
of third party financing for the Zielona Gora transaction.  Any capitalized term
used in this Section 1 but not defined shall have the meaning given such term in
the Interim Funding Agreement.

         The Interim Funding Agreement is hereby amended as follows:

<PAGE>

                  (i) Extension. According to Paragraph 1 of the Interim Funding
         Agreement, "[i]f a Definitive Agreement has not been signed by December
         31, 1999,  this Agreement  shall have no further force or effect unless
         extended by mutual agreement of the parties." In addition,  the Interim
         Funding  Agreement states that only Definitive  Agreements signed on or
         before  December  31,  1999  will be  subject  to the  Interim  Funding
         Agreement. The term of the Interim Funding Agreement is hereby extended
         until  July 1, 2000,  and the  deadline  for  execution  of  Definitive
         Agreements subject to the Interim Funding .Agreement is hereby extended
         until July 1, 2000.

                  (ii) Option Period.  The Interim Funding  Agreement  currently
         provides  for a  180-day  option  period  commencing  on  the  date  of
         execution of a Definitive  Agreement among POGC,  Apache and FX Energy.
         The option  period  described  in  Paragraph 4 of the  Interim  Funding
         Agreement is hereby modified and will commence on the Closing  (defined
         below)  of  the  Zielona  Gora   transaction   and  terminate  90  days
         thereafter.

                  (iii)  Determination Date. The Determination Date set forth in
         Paragraph 5 of the Interim  Funding  Agreement  is hereby  modified and
         will occur on the 90th day following the Closing (defined below) of the
         Zielona Gora transaction, or earlier at the election of FX Poland.

                  (iv)   Transaction   Expenses.   All  third  party  legal  and
         accounting expenses of Apache and FX Energy relating to the negotiation
         and  execution  of  the  Definitive  Agreement  for  the  Zielona  Gora
         transaction  will be  shared  by Apache  and FX  Energy  regardless  of
         whether a  Definitive  Agreement is  executed.  Each  party's  share of
         expenses will be based upon each party's participation  interest in the
         Zielona Gora transaction  following FX Energy's exercise of its option.
         Apache will  provide FX Energy with copies of the  invoices  from third
         parties upon  receipt,  and promptly pay the  invoices.  FX Energy will
         reimburse  Apache for the third  party  legal and  accounting  expenses
         within  thirty  days  after  the  first to occur  of:  (i) FX  Energy's
         exercise  of its  option  to  own  an  interest  in  the  Zielona  Gora
         transaction,  or (ii) the termination of the Interim Funding Agreement.
         In the event the Interim Funding Agreement is terminated, Apache and FX
         Energy  will  share  the third  party  legal  and  accounting  expenses
         equally.

                  (v) Partnership  Agreement.  The  Partnership  Agreement to be
         filed of record for the Apache/FX  Energy spolka jawna (the  "Apache/FX
         Partnership")  in the Zielona Gora  transaction  will provide that: (a)
         the Apache/FX  Partnership can be bound only with the signatures of two
         members of management,  one from Apache and one from FX Energy;  (b) it
         will   have  at  least  two   representatives   at   meetings   of  the
         POGC/Apache/FX   Energy   spolka   komandvtowa   (the   "Zielona   Gora
         Partnership"),  at least  one  from FX  Energy  and at  least  one from
         Apache;  and (c) each  representative  will  vote in the  Zielona  Gora
         Partnership in accordance with the consensus mechanism at the Apache/FX
         Partnership level.

         The  term  "Closing  '  means  the  consummation  of the  Zielona  Gora
transaction,  which will take place following the  satisfaction or waiver of the
conditions  precedent set forth in the definitive  documentation for the Zielona
Gora transaction.

         2. Future Well Carries.  FX Energy hereby  acknowledges and agrees that
Apache has satisfied all of its seismic and drilling obligations to FX Energy in
Poland  other than as set forth in this  paragraph.  Apache will carry FX Energy
in: (i) five wells located  within the parties'  Area of Mutual  Interest and in
which both Apache and FX Energy participate (the "Carried Wells"),  and (ii) 350
kilometers  of seismic in Blocks 410,  411,  412,  413, 414, 415, 430, 431, 432,
433, 452, and 453 (the

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<PAGE>

"Carpathian  Blocks").  Each of the Carried  Wells will be drilled at a mutually
agreeable  location and to a depth sufficient to test  Carboniferous or Devonian
or  deeper  formations,  estimated  at a depth of 2,000  to 3,000  meters.  If a
proposed Carried Well is a well required to satisfy a minimum work obligation of
either the Lublin Blocks  (defined below) or Carpathian  Blocks,  then FX Energy
will be  required  to elect to be carried  in that well.  In the event a well is
proposed  outside of the Lublin or  Carpathian  Blocks,  FX Energy will have the
right to elect to be carried in such well,  provided  that  Apache and FX Energy
agree that such well is substantially equivalent to the wells previously drilled
in Poland in terms of cost and depth.

         The  commitments  set forth in the previous  paragraph  are intended to
supersede  Apache's obligations  to drill ten  exploratory  wells within certain
specified time periods, as more fully described in the following Agreements:

                  (i) Lublin Participation  Agreement.  Participation  Agreement
         dated as of April 16, 1997 between Apache Overseas, Inc. and FX Energy,
         Inc. pertaining to the Lublin Area Concessions;

                  (ii)   Carpathian   Participation   Agreement.   Participation
         Agreement dated as of February 27, 1998 between Apache  Overseas,  Inc.
         and FX Energy, Inc.  pertaining to the Western Carpathian  Concessions;
         and

                  (iii) Global Agreement. Agreement dated as of January 1, 1999'
         between Apache Overseas, Inc. and FX Energy, Inc. pertaining to Oil and
         Gas Operations in Poland.

         FX Energy will pay its share of geological and geophysical costs in the
Carpathian  Blocks  commencing  on the later of (i) January 1, 2001, or (ii) the
completion of the 350 kilometer  seismic  acquisition  program in the Carpathian
Blocks.

         The term "Lublin Blocks", as used in this Section 2, means the Komarow,
Lublin, Ciecierzyn (which is Block 298), and Vistula Blocks.

         3. Wilga Appraisal  Well(s).  FX Energy will have the option either (i)
to be  carried in the Wilga  appraisal  well(s),  or (ii) pay its  participation
interest share of the Wilga appraisal well(s).  Such option will be exercised no
later than 60 days  following  the initial cash call for each well. If FX Energy
elects to be carried  on the  appraisal  well(s),  such well(s)  will be used to
satisfy the well carry(ies) defined in Section 2 above.

         4. Lublin Project Area. FX Energy hereby  acknowledges  and agrees that
Apache has satisfied its obligations to date under the usufructs  concerning the
acquisition  and  reprocessing  of seismic and the  drilling of wells within the
Komarow,  Lublin,  Ciecierzyn  (which is Block  298),  and  Vistula  Blocks (the
"Lublin  Project  Area"),  and the parties  will  relinquish  the entire  Lublin
Project Area with the exception of Blocks 255, 275 and 297.

         5. Lachowice  Project Area.  Apache and FX Energy will formally  notify
POGC that Apache and FX Energy do not wish to proceed with further operations in
the Lachowice area.

         6.  Poland  Overhead.  Beginning  July 1, 2000,  FX Energy will pay its
share of  overhead  incurred,  which  shall be  prorated  based on the number of
carried  wells  completed as a percentage  of the total carry  commitment of ten
wells,  excluding  Zielona Gora.  The term  "overhead"  means the direct

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<PAGE>

charges  authorized by Article II of the Accounting  Procedure [Exhibit A to the
Joint Operating  Agreement Covering Oil and Gas Operations in Poland (the "Joint
Operating  Agreement")],  which are identified in the Work Program and Budget as
"G&A."  The  amounts  of G&A are  based  upon the  amount  of  capital  spent on
individual  projects in relation to total capital spent. G&A shall be reduced by
any payments  received by Apache as Operator  from POGC and others in the nature
of direct or indirect charges.

         7. Award of Contract to Geofizyka  Torun.  Apache and FX Energy  hereby
approve  the award of a modified  seismic  acquisition  program  (the  "Modified
Seismic  Program")  for Blocks 85, 86, 87, 88, 89, 105,  108,  109, 129, and 149
(the  "Pomeranian  Blocks") and Blocks 211,  212,  213, 214, 231, 232, 233, 234,
251, 252, 253, 254, and 274 (the "Warsaw West Blocks") to Geofizyka  Torun Sp. z
o.o. ("Geofizyka Torun").  Apache and FX Energy will each further evidence their
approval by executing an Authorization for Expenditure  ("AFE") for the Modified
Seismic  Program in the form of Appendix  "A"  attached  hereto,  as required by
Article 6.6 of the Joint Operating Agreement. FX Energy will use one of its five
remaining Carried Wells to offset its  participation  interest share of the cost
of the Modified Seismic Program.

         The Modified  Seismic Program consists of the acquisition of 2D seismic
data covering: (i) 300 kilometers of seismic lines within the Pomeranian Blocks;
and (ii) 422  kilometers  of seismic  lines within the Warsaw West  Blocks.  For
purposes of  determining  the allocation of G&A, the Carried Well that FX Energy
has elected to use will be deemed  completed upon the conclusion of the Modified
Seismic Program.  If Apache and FX Energy elect to acquire additional seismic in
excess of the amounts  described above for the Modified Seismic Program,  Apache
and FX Energy will share the cost of the additional seismic equally.

         8. 2000 Work Program and Budget.  In accordance  with Article 6.1(B) of
the Joint  Operating  Agreement,  Apache and FX Energy  hereby  approve the Work
Program and Budget for the calendar  year  commencing on January 1, 2000, in the
form attached hereto as Appendix "B."

         9. Outstanding Amounts for Seismic Acquisition. FX Energy hereby agrees
to pay Apache the sum of U.S. $37,000 to settle the dispute arising from charges
incurred during the acquisition of seismic data by Geofizyka Krakow. FX Energy's
payment of this  settlement  amount  shall not be  construed  as an admission of
liability on its part in any respect. Payment shall be made within five business
days of the execution of this Agreement.

         10.      Miscellaneous.

                  (i) Governing  Law. This  Agreement  shall be governed by, and
         construed  and enforced in  accordance  with,  the laws of the State of
         Texas  without  regard to any  conflict of law rules that would  direct
         application of the laws of another jurisdiction.

                  (ii) Severability.  This Agreement is severable,  such that if
         any provision of this Agreement is prohibited or  unenforceable  in any
         jurisdiction  such  provision  shall,  as  to  such  jurisdiction,   be
         ineffective  to the  extent  of such  prohibition  or  unenforceability
         without  invalidating  the remaining  portions  hereof or affecting the
         validity or enforceability of such provision in any other jurisdiction.

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<PAGE>

                  (iii)  Counterparts.  This Agreement may be executed in one or
         more counterparts,  each of which shall be deemed an original,  but all
         of which together shall constitute one and the same instrument.

                  (iv) Amendments and Prior Agreements.  This Agreement shall be
         effective  when signed by the parties and may not be amended,  modified
         or assigned except by an instrument  executed by all of the parties. To
         the  extent  of any  conflicts  or  inconsistencies,  and  only to such
         extent,  this Agreement  supersedes all prior agreements between Apache
         and FX Energy.

                  (v)  Assignments.  This  Agreement is binding upon the parties
         and their respective successors and assigns; provided that no party may
         assign or transfer  any of its rights or delegate  any of its duties or
         obligations under this Agreement without the prior consent of the other
         parties.

         IN  WITNESS  whereof  this  Agreement  has  been  signed  by  the  duly
authorized  representatives  of the  parties as of the day and year first  above
written.

APACHE OVERSEAS, INC.

By: /s/ W. Steven Farris
    -------------------------------
     W. Steven Farris
     Vice Chairman of the Board

FX ENERGY, INC.

By: /s/ David N. Pierce
    -----------------------
     David N. Pierce
     President and Chief Executive Officer

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