FX ENERGY INC
AGREMENT WITH ROLLS-ROYCE POWER VENTURES
<DOCUMENT>
<TYPE>EX-10.65
<SEQUENCE>11
<FILENAME>ex1065k123102.txt
<DESCRIPTION>AGREMENT WITH ROLLS-ROYCE POWER VENTURES
<TEXT>
Exhibit 10.65

[Rolls-Royce Power Ventures Limited letterhead]

6th February 2003

FX Energy, Inc.
3006 Highland Drive
Suite 206
Salt Lake City Utah 84106

Attention David Pierce

Dear Sirs,

Re:      Heads of Terms

We refer to the 9.5% Convertible Secured Note (together with the terms and
conditions attached thereto, the "Note") dated March 9, 2001 in the amount of
US$5,000,000 and delivered to Rolls-Royce Power Ventures Ltd ("RRPV") by FX
Energy Inc. (the "Borrower").

You have requested that RRPV agree to certain amendments to the Note, including
an extension of the maturity date. We have considered your request and we are
pleased to offer the following terms for your consideration.

1.       Subject to agreement on the following terms and conditions, RRPV will
         extent the maturity date of the Note from March 9, 2003 until May 31,
         2003.

2.       The Borrower will be required to apply forty percent (40%) of the gross
         proceeds of any equity or debt offerings by the Borrower to the
         prepayment of the Note.

3.       If the amount so prepaid is not less than US$2,000,000, the maturity
         date of the Note will be extended until December 30, 2003.

4.       The interest rate applicable to the Note shall increase to 12% with
         effect from 9 March 2003.

5.       The Borrower shall pay RRPV an extension fee in the amount of
         US$100,000, which fee shall be payable on the earlier of (a) the
         closing of an equity or debt offering by the Borrower and (b) May 31,
         2003.

6.       The Borrower will cause its wholly-owned subsidiary, FX Energy Poland
         Sp. z o.o. ("FXEP") to assign to RRPV its rights to receive any
         payments pursuant to the Farmout Agreement dated January 9, 2003, (the
         "CalEnergy Agreement") between FXEP and CalEnergy Power (Polska) Sp. z
         o.o. ("CalEnergy"). FXEP will be permitted to retain a portion of the
         payments made by CalEnergy, which are required to reimburse Polish Oil
         and Gas ("POGC") for the costs of drilling wells and/or conducting
         geological or geophysical work on behalf of FXEP and CalEnergy, subject
         to RRPV reviewing a copy of the CalEnergy Agreement and subject to such
         costs being identifiable and separable from any amounts FXEP would
         otherwise be permitted to retain. RRPV will apply any payment received
         pursuant to such assignment to the prepayment of the Note.

7.       The period during which RRPV will have the right to convert all or part
         of the outstanding principal payable by the Borrower on the Note into
         Shares (as such term is defined in the Note) shall be extended until
         December 30, 2003. In addition, the Conversion Price (as such term is
         defined in the Note) will be the closing price of the Borrower's common
         stock trading on NASDAQ on the day prior to the signing of the
         agreement amending the Note.

8.       The Borrower will be required to pledge, or cause its affiliates to
         pledge, to RRPV any rights to new concession areas granted to the
         Borrower or any of its affiliates by the Polish Oil and Gas Company
         ("POGC").

<PAGE>

9.       (a) RRPV will agree to amend the Security Agreements (as such term is
         defined in the Note) to release its lien on the rights and receivables
         of FXEP arising out of the Relevant Agreements (as such term is defined
         in each of the Security Agreements) insofar as such lien otherwise
         would attach to the interest in the rights and receivables of FXEP to
         be earned by CalEnergy under the CalEnergy Agreement; provided that (i)
         the interest to be earned by CalEnergy does not exceed [50%] of the
         rights and receivables of FXEP arising out of the Relevant Agreements
         and (ii) the terms of the CalEnergy Agreement are acceptable to RRPV.

         (b) RRPV will make such release with respect to the interest to be
         earned by CalEnergy by drilling the first well at the time when the
         agreement to amend the Note is executed. RRPV will make such release
         with respect to the interest to be earned by CalEnergy by drilling the
         second well when the Borrower (i) notifies RRPV that CalEnergy has
         exercised its option under the CalEnergy Agreement to drill the second
         well and (ii) makes a prepayment of the Note in an amount not less than
         $1,000,000.

         (c) If the Borrower notifies RRPV that CalEnergy has exercised its
         option under the CalEnergy Agreement to acquire 50% of all of the
         rights and receivables of FXEP arising out of the Relevant Agreements
         as to the entire acreage covered by the Relevant Agreements, RRPV will
         cooperate with the Borrower to release RRPV's remaining liens under the
         Security Agreements upon payment of the outstanding balance of the
         Note.

         (d) RRPV will not be responsible for any delays caused by the failure
         of the courts in Poland to effect any release of liens.

10.      The Borrower will not permit FXEP to agree to any amendment to the
         CalEnergy Agreement without RRPV's consent.

11.      The Borrower will permit a representative of RRPV to visit any drilling
         sites at any time during normal business hours. The Borrower shall
         provide monthly progress reports in form and substance reasonably
         satisfactory to RRPV. The Borrower will provide RRPV with certified
         copies of the minutes of all operational meetings involving FXEP and
         POGC and/or CalEnergy.

12.      The Borrower shall reimburse RRPV for all out-of-pocket costs incurred
         by RRPV in connection with the foregoing, including reasonable legal
         fees and all costs incurred in connection with registering and
         releasing pledges of collateral.

<PAGE>

The terms and conditions set forth above are subject to the negotiation and
execution of a definitive agreement to amend the Note, which the parties
undertake to do in good faith and in timely fashion. Such agreement shall
contain such other provisions as may be necessary to effect the transactions
contemplated above and such other terms and conditions as the parties may
agreement. This letter does not amend or modify the Note and the terms and
conditions of the Note continue in full force and effect.

If the foregoing is acceptable to you, please indicate your agreement to these
terms and conditions by countersigning this letter in the space provided below.
Please return one countersigned copy of this letter to our offices. This offer
will expire on February 7, 2003 unless we received a countersigned copy of this
letter on or before such date.

By and on behalf of
Rolls-Royce Power Ventures Ltd.

/s/ Mark Mencel
---------------------------
Name:  Mark Mencel
Title:  Vice President EMEA

Accepted and agreed this
6th day of February 2003.

FX Energy, Inc.

By: /s/ David N. Pierce
---------------------------
Name:  David N. Pierce
Title:  President


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