Agreement

Dated April 16, 1996


















                           Dated  April 16, 1996


        Frontier Poland Exploration and Producing Company Sp. z o.o.


                                     and


             RWE-DEA Aktiengesellschaft fur Mineraloel und Chemie





                Farm-out Agreement relating to Concession Blocks

           051, 052, 071, 072, 073, 091, 092, 093, 111, 112, and 113

                in the onshore Baltic region of northern Poland


TABLE OF CONTENTS                                       PAGE

 1.DEFINITIONS AND INTERPRETATIONS                       2

 2.ASSIGNMENT OF INTERESTS                               3

 3.FARM-OUT OBLIGATIONS                                  4

 4.COSTS                                                 5

 5.CONDUCT AND CONTROL OF OPERATIONS                     5

 6.INTERESTS                                             6

 7.WARRANTIES AND UNDERTAKINGS                           7

 8.FURTHER ASSURANCE                                     9

 9.INFORMATION                                           9

10.CONFIDENTIALITY                                       10

11.FORCE MAJEURE                                         10

12.ASSIGNMENT                                            11

13.AMENDMENT                                             11

14.RELATIONSHIP                                          11

15.NOTICES                                               12

16.TERMINATION                                           13

17.GOVERNING LAW/ARBITRATION                             13


APPENDIX   Form of Assignment of Percentage Interest
           Form of Joint Operating Agreement
           Map of Contract Area



This Agreement is made as of the 16th day of April, 1996 BETWEEN
Frontier Poland Exploration and Producing Company Sp. z o.o., a Polish limited
liability company, being an affiliate (100 %) of Frontier Oil Exploration
Company, Salt Lake City, Utah, USA, with an office at Wal Miedzeszynski 646, 03-
994 Warszawa/Poland (hereinafter called "Frontier") of the first part, and RWE-
DEA Aktiengesellschaft fur Mineraloel und Chemie, a German Corporation having an
office at Uberseering 40, 22297 Hamburg (hereinafter called "RWE-DEA") of the
second part;
both companies are being referred to individually as "Party" and collectively as
"Parties".

WHEREAS

a) Frontier is the present holder of the Polish exploration concessions
   covering the onshore portions of concession blocks 051, 052, 071, 072, 091,
   092, 093, 111, 112, 113 and 073 (the "Concessions") in the northern baltic
   onshore region of the Republic of Poland pursuant to that certain Mining
   Usufruct Agreement dated the 22nd day of August, 1995, as amended by
   Amendment No. 1 (the "Usufruct Agreement") between Frontier and the Minister
   of Environmental Protection, Natural Resources and Forestry in his capacity
   as Concession Authority;

b) Frontier currently owns a one hundred percent (100%) interest in and to the
   Concessions and in and under the Usufruct Agreement;

c) Frontier and RWE-DEA have agreed in principle on the form of a Joint
   Operating Agreement (the "JOA");



d) RWE-DEA desires to acquire a fifty percent (50%) undivided interest in and to
   the Concessions and in and under the Usufruct Agreement and in and under the
   JOA, and Frontier is willing to assign and transfer such interest to RWE-DEA
   upon the terms and conditions hereinafter contained.
e) For all purposes of this Agreement and the assignment and transfer of  
   interest the term "RWE-DEA" shall also include an affiliate of RWE-DEA which
   might be established to carry out the purpose of this Agreement.

NOW IT IS HEREBY AGREED as follows:

1. DEFINITIONS AND INTERPRETATIONS

1.1In this Agreement the following words and expressions shall bear the
   meanings respectively set opposite them below:

   "Assigned Area"     the area covered by the Concessions;

   "Assignment Documents"                                the instruments of
                       assignment comprising the Deed of Assignment of the
                       Concession and the Assignment of Percentage Interest in
                       the forms set out in the Appendix hereto, and any other
                       documents evidencing the transfer of interests to RWE-
                       DEA, subject to such amendments as may be requested by
                       the Government and as are approved by the Parties such
                       approval not to be unreasonably withheld;

   "Farm-Out Interest" means a fifty percent (50 %) interest in the
                       Concessions, the Usufruct and the JOA to be assigned to


                       RWE-DEA upon fulfillment by RWE-DEA of the Farm-Out
                       Obligation;

   "Farm-Out Well"     means the initial exploration well, being drilled and to
                       be determined by RWE-DEA;

   "Government"        means The State Treasury of the Republic of Poland;

   "Contingent Well"   means the well at a location to be determined by
                       Frontier in accordance with the Usufruct Agreement and
                       the JOA and to be drilled subsequent to the initial
                       Farm-Out Well.

1.2Words and expressions defined in the JOA shall, unless the context otherwise
   requires, bear the same meanings when used in this Agreement; this Agreement
   shall prevail in cases of conflict between both agreements.

2. ASSIGNMENT OF INTERESTS

2.1Each Party shall execute such of the Assignment Documents applicable to the
   Farm-Out Interest to which it is shown therein as a Party in order that 50%
   interest in the Usufruct, the JOA and the Concessions shall be owned
   beneficially by RWE-DEA, whether by assignment of interest therein or by
   virtue of the transfer of ownership interest in Frontier itself, or by any
   other reasonable method, so that thereafter the respective interests of the
   Parties in the Assigned Area shall be as set out in clause 6 hereof.

2.2This Assignment of interests is subject to the Government's approval
   including, if applicable, the permission for RWE-DEA to become a fifty


   percent (50%) Co-Concession holder in the Concessions or the permission for
   RWE-DEA to become a fifty percent (50%) owner of Frontier.

2.3Frontier shall use all reasonable endeavours to obtain the consent of the
   Government to the assignment including the permission of the Government for
   RWE-DEA to become a Co-Concession holder in the Concessions or a stockholder
   of Frontier as soon as possible. The Parties shall execute, if and when
   required by the law any and all documentation required by the Government.

2.4If despite such endeavours, the Government refuses consent to the assignment
   or fails to give its consent in terms reasonably acceptable to Frontier and
   RWE-DEA on or before December 31, 1996 (or such later date as RWE-DEA and
   Frontier may agree in writing) this Agreement shall automatically terminate,
   and except as otherwise provided herein, neither RWE-DEA nor Frontier shall
   have any further rights or be subject to any further obligations hereunder
   and payments by RWE-DEA to Frontier already made under this Agreement will
   be refunded.

2.5The parties may elect a method other than a simple assignment of interests
   to provide RWE-DEA with the required 50% beneficial interest in the
   Concessions, the Usufruct and the JOA.  For example, RWE-DEA may elect to
   simply acquire 50% direct ownership interest in Frontier.  The parties shall
   cooperate in electing and carrying out the method of transfer of interest
   which best accomplishes their joint goal of sharing equally the beneficial
   interest in the oil and gas interests in the Concession area, and shall
   prepare and sign such documents as will best accomplish that goal.

3. FARM-OUT OBLIGATIONS


3.1In consideration of the assignment of the Farm-Out Interest by Frontier,
   RWE-DEA will within fifteen (15) working days of execution of this Agreement
   pay to Frontier a one time fee of US Dollar $250,000 without any interest
   for past costs reimbursals.

3.2RWE-DEA will finance 100% of the seismic acquisition and processing costs
   covering leads "A", "E" and "B" up to an amount of US Dollar $1,000,000 plus
   10% for contingencies. Costs in excess of this amount will be shared at a
   50% : 50% basis.

3.3RWE-DEA will pay 100% of the drilling, testing and abandoning costs up to US
   Dollar $1,000,000 of the Farm-Out Well.  This well is to be spudded in 1996
   and drilled to a depth sufficient to comply with the Usufruct Agreement
   (Base Cambrian or 3.000 meters).  Costs in excess of US Dollar $1,000,000
   will be shared at a 50%:50% basis.  RWE-DEA will have the ultimate decision
   in selecting the drilling location. The timing for drilling is subject to
   completion of seismic acquisition and availability of a suitable drilling
   rig.

3.4Within 60 days after completing or abandoning the Farm-Out Well Frontier
   shall propose a location on one of the two remaining leads and RWE-DEA shall
   have an additional 30 days to agree to pay for and participate in the
   drilling of this Contingent Well or to withdraw from the joint venture.  If
   RWE-DEA agrees to participate at that point they will have earned a 50%
   interest in the Concessions. The anticipated spud date for the Contingent
   Well is the second quarter 1997.

3.5Upon the completion of the Farm-Out Well, RWE-DEA may elect to re-assign its
   interest to Frontier in the same proportions assigned by Frontier to RWE-DEA
   herein.  In such case, RWE-DEA will have no further obligations to
   participate in further obligations under the JOA, the Usufruct Agreement and
   the Concessions.  There will be no reimbursement for costs incurred for RWE-
   DEA's account and/or paid by RWE-DEA pursuant to the terms of this
   Agreement, the JOA or the Usufruct Agreement.

4. COSTS

   The Parties will be responsible for any charges, costs, fees, penalties or
   fines required for the enforcement of this Agreement and related to the
   execution of the documents to be entered into pursuant hereto.

5. CONDUCT AND CONTROL OF OPERATIONS

5.1The Farm-Out Well shall be drilled by the Operator. The Operator shall
   calculate, make cash calls, report on and invoice the other Party for all
   costs, expenses and charges payable by the Operator under this Agreement.
   Such calculations, cash calls, reports, charges and invoicing shall be
   carried out under the terms of the JOA.

5.2 All decisions relating to the testing and suspending, temporary suspending
   or abandonment of operations contemplated hereunder shall be made pursuant
   to the provisions set out in the JOA.

5.3The JOA shall be deemed to apply to all operations carried out hereunder and
   Frontier and RWE-DEA shall comply with the requirements of the JOA and
   similarily the relief from liability set forth in the JOA shall apply,
   unless specifically superseded by the terms of this Agreement.


5.4RWE-DEA shall have the right of access at all reasonable times and at its
   sole risk and expense to the seismic operations and to the location of the
   Farm-Out Well and/or the drilling operations provided RWE-DEA gives Frontier
   reasonable notice of the date such access is required and identifies the
   representative or representatives to whom such access is to be granted.

5.5RWE-DEA shall have the right to audit the accounts and records of the
   Operator relating to the seismic operations and the Farm-Out Well in
   accordance, mutatis mutandis, with the provisions of Paragraph 3 of Section
   III of the Accounting Procedure attached to the JOA.

6. INTERESTS

   As provided for in Clause 2, Frontier undertakes to assign and transfer to
   RWE-DEA its Farm-Out Interest with the result that thereafter the ownership
   interests of Frontier and RWE-DEA in and to the Concessions, the Usufruct,
   and the JOA (insofar, in each case, as the same relates to the Assigned
   Area) shall be:

       Frontier        50 %
       RWE-DEA         50 %


7. WARRANTIES AND UNDERTAKINGS

7.1Frontier hereby represents and warrants to RWE-DEA as set out in paragraphs
   a) through f) below that:

   a)  the information contained in this Agreement including the Recitals which
       has been supplied by it is true and accurate in all material respects;
       and

   b)  the Farm-Out Interest to be assigned by it pursuant to this Agreement is
       owned legally and beneficially by it and upon execution and delivery of
       any of the Assignment Documents will be free and clear of all charges,
       claims, liens, encumbrances and equities other than as stated or
       referred to in this Agreement or the Usufruct Agreement or the JOA and
       is not subject to any royalties, overriding royalties, net profit
       arrangements or similar payments other than royalties and payments due
       under or by virtue of the Concessions or the Usufruct Agreement or the
       JOA or by virtue of any statutory enactment; and

   c)  there has been no default by it under the Concessions nor any notice
       issued to or act or omission of it which, with the passage of time,
       notice, or both, would constitute a default under or otherwise result in
       the Concessions ceasing to be in full force and effect and no amounts
       payable by it under the Concessions are past due and it has not given
       notice of intention to withdraw and has not withdrawn from the
       Concessions; and

   d)  there has been no default by it under the Usufruct Agreement which is
       material in the context of this Agreement nor any notice issued to or
       act or omission of it which, with the passage of time, notice, or both,
       would constitute a default under or result in the Usufruct Agreement
       ceasing to be in full force and effect and no material amounts payable
       by it under the Usufruct Agreement are past due and it has not given
       notice of intention to withdraw and has not withdrawn from the Usufruct
       Agreement; and

   e)  save as provided in the Usufruct Agreement and save as Evaluation
       Material (as defined and provided under the Confidentiality Letter
       Agreement dated December 12, 1995, between the Parties) owned by third
       parties, it is under no confidentiality undertaking in respect of any
       information or data which relates to or is referable to the Farm-Out
       Interest; and

   f)  no sole risk project has been proposed by it, or carried out by it,
       pursuant to the JOA.

7.2Frontier hereby represents and warrants to RWE-DEA that in relation to
   matters which should properly be within its knowledge:

   a)  The Concessions are valid and subsisting and all terms and conditions
       thereof required to be fulfilled prior to the date hereof, as the terms
       thereof have been modified or amended in agreement with the Government,
       have been duly complied with by it in all material respects and all
       licences and consents of governments or governmental authorities
       required in connection therewith and with operations conducted to date
       thereunder have been duly obtained and remain in full force and effect;
       and


   b)  no litigation, arbitration or administrative proceeding is in being,
       pending or the threat of which is recorded in writing and no judgement
       or award has been given or made by any court or other tribunal or
       governmental agency which relates to the Farm-Out Interest or to
       operations under the Usufruct Agreement; and

   c)  RWE-DEA has been supplied with a true, complete and accurate copy of the
       Concessions and the Usufruct Agreement and there are not in existence
       any other agreements or documents amending, supplementing or affecting
       the same or affecting the Farm-Out Interest.

7.3Frontier undertakes that it will, to the extent that it is reasonably within
   its power to do so, refrain from doing any act or thing or from authorising
   any act or thing to be done over which it has control or which it can
   otherwise by the exercise of any right or power reasonably prevent from
   being done which if done would to its knowledge prevent any of the
   representations and warranties set out in Sub-clause 7.1 and Sub-clause 7.2
   from being true and accurate were the same to be repeated at the date of
   execution of the Assignment Documents pursuant to Clause 2 by reference to
   circumstances existing at such date.

7.4Each Party warrants and undertakes to the other Party that it has and will
   have all requisite corporate power and authority to execute this Agreement
   and the Assignment Documents to which it is a party and to perform its
   obligations hereunder and thereunder and such execution and performance has
   been duly authorised by all appropriate corporate action.

8. FURTHER ASSURANCE


   The Parties agree to execute and deliver to each other all such additional
   instruments and to do all such further acts and things as may be reasonably
   requested by any Party to effect the assignment contemplated by this
   Agreement or more fully to vest in and assure RWE-DEA of all rights, powers,
   privileges and remedies intended to be conferred upon RWE-DEA under this
   Agreement and under the Assignment Documents.

9. INFORMATION

9.1 Frontier shall afford RWE-DEA access to all data and information relating to
   the Assigned Area previously acquired pursuant to Joint Operations under the
   Concessions and Usufruct Agreement and shall furnish to RWE-DEA any such
   data and information as RWE-DEA may reasonably request. Frontier will
   exercise best efforts to obtain reasonable access to third party information
   previously provided to RWE-DEA pursuant to the aforementioned
   Confidentiality Letter Agreement.

9.2In the event that RWE-DEA fails to fulfil its obligations pursuant to Clause
   3 any data and information furnished to RWE-DEA under Sub-clause 9.1 shall
   be returned, together with all copies thereof, to Frontier.

10.CONFIDENTIALITY

   Except as required by law, Each of the Parties agrees to keep confidential
   on and subject to the terms set out in the JOA:

   a)  the terms of this Agreement; and

   b) all information and data it may acquire or receive under or in
      connection with this Agreement.

11.FORCE MAJEURE
   Any obligation of any Party hereunder, other than the obligations to make
   payments of money, shall be suspended if and for so long as such Party is
   prevented or hindered from complying therewith by any cause beyond the
   reasonable control of such Party, provided always that a lack of funds shall
   be deemed not to be a cause beyond reasonable control. In such event, such
   Party shall give notice of the occurrence of each cause as soon as
   reasonably possible to the other Party stating the date and extent of such
   occurence. Any of the Parties whose obligations have been suspended as
   aforesaid shall resume the performance of the obligations as soon as
   reasonably possible after the removal of the cause and shall so notify the
   other Party provided that the right to resume performance of such
   obligations shall terminate on relinquishment or revocation of the
   Concessions.


12.ASSIGNMENT

12.1   Each of the Parties may assign or transfer the whole or any part of its
   Percentage Interest in accordance with the terms of the Usufruct Agreement
   and the JOA provided that any third party assignee or transferee shall as a
   condition to such assignment agree to become a party to this Agreement and
   shall fulfil the obligations of the Assignor under this Agreement to the
   extent that they are not fulfilled by Assignor.

12.2   The provisions of this Agreement shall inure to the benefit of and be
   binding on the successors in title and permitted assignees of the Parties.

13.AMENDMENT

   This Agreement may only be altered, varied or amended by written instrument
   executed by all the Parties.

14.RELATIONSHIP

14.1   Nothing in this Agreement shall be construed as creating a partnership
   of any kind, or association, or a trust, or as imposing upon any Party any
   duty, obligation or liability of a partnership nature and each Party shall
   be individually and severally responsible hereunder only for its obligations
   as set out in this Agreement.

14.2   Those Parties subject to the taxing jurisdiction of the United States of
   America agree to elect, under Section 761 (a) of the Internal Revenue Code
   of 1986, as amended (the "Code"), to be excluded from all of the provisions
   of Subchapter K of Chapter 1, Subtitle A of the Code.



14.3   Nothwithstanding anything to the contrary contained in this Agreement, a
   Party not subject to the income tax laws of the United Stated of America
   shall not be required to do or execute anything which might subject it or
   its income to any United States of Amercia tax and nothing contained in this
   Agreement shall constitute or shall be construed as constituting a
   submission by any Party to the taxation jurisdiction of the United States of
   America.

15.NOTICES

   Any notice required to be given pursuant to this Agreement shall be in
   writing and shall be given by delivering the same by hand at, or by sending
   the same by prepaid first class post (confirmed by telefax/facsimile) or
   telefax/facsimile to, the relevant address set out below or such other
   address as any Party wishing to change its address may notify to the other
   Party from time to time. Any such notice given as aforesaid shall be deemed
   to have been given or received at the time of delivery (if delivered by
   hand), the first working day next following the day of sending (if sent by
   facsimile) and the twentieth working day next following the day of sending
   (if sent by post).

   Frontier Oil Exploration Company
   3006 Highland Drive Nr. 206
   Salt Lake City, UT 84106
   U.S.A.
   Fax:  001-801-486-5575
   Phone:              001-801-486-5555


   RWE-DEA Aktiengesellschaft
   fur Mineraloel und Chemie
   Uberseering 40
   22297 Hamburg
   Germany
   Fax:  49-40-6375-3590
   Phone:               49-40-6375-2357

16.TERMINATION

   In the event of termination of this Agreement for any reason, whether or not
   under the terms of this Agreement, such termination shall be without
   prejudice to any rights, liabilities and obligations accrued or outstanding
   at the date of termination or otherwise arising in respect of Farm-Out Well
   operations carried out prior to such termination.

17.GOVERNING LAW / ARBITRATION

17.1     The laws of the Republic of Austria shall govern the validity,
   construction, interpretation, and effect of this Agreement, excluding any
   choice of law rules which would otherwise require the application of laws of
   any other jurisdiction.

17.2     Any dispute arising in connection with this Agreement shall be
   exclusively and finally settled by arbitration in Vienna, Austria, in
   accordance with the Rules of UNCITRAL, the United Nations Commission on
   International Trade Law.

17.3     The arbitration panel shall render its decisions in writing, and such
   written decisions and conclusions with respect to the disputes so settled
   shall be final and binding on the parties to the arbitration proceeding, and
   confirmation and enforcement of the awards so rendered may be obtained and
   entered in any court having jurisdiction thereof.

IN WITNESS whereof the Parties have caused this Agreement to be executed by
their duly authorised representatives the day month and year first above
written.

Frontier Poland Exploration        RWE-DEA Aktiengesellschaft
and Producing Company Sp. z o.o.   fur Mineraloel und Chemie



By: /s/ David N. Pierce            By: /s/ Wolfgang Schaefer