FX ENERGY INC
1997 STOCK OPTION AND AWARD PLAN
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>7
<FILENAME>ex1028k123103.txt
<DESCRIPTION>1997 STOCK OPTION AND AWARD PLAN
<TEXT>
Exhibit 10.28


                                 FX ENERGY, INC.

                        1997 STOCK OPTION AND AWARD PLAN


         FX ENERGY, INC., a Nevada corporation (the "Company"), hereby adopts
this "FX Energy, Inc., 1997 Stock Option and Award Plan" (the "Plan"), effective
as of the 1st day of December, 1997, under which options to acquire stock of the
Company or bonus stock may be granted from time to time to employees, officers,
and directors, of the Company or its subsidiaries. In addition, at the
discretion of the Board of Directors or other administrator of this Plan,
options to acquire stock of the Company or bonus stock may from time to time be
granted under this Plan to other individuals who contribute to the success of
the Company or its subsidiaries but who are not employees, officers, or
directors of the Company, all on the terms and conditions set forth herein.

         1. Purpose of the Plan. The Plan is intended to aid the Company in
maintaining and developing a management team, attracting qualified executives
and employees capable of assisting in the future success of the Company, and
rewarding those individuals who have contributed to the success of the Company.
It is designed to aid the Company in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who are
perceived by management as having contributed to the success of the Company or
who are important to the continued business and operations of the Company. The
above aims will be effectuated through the granting of options ("Options") to
purchase shares of common stock of the Company, par value $0.001 per share (the
"Stock"), or the granting of awards of bonus stock ("Stock Awards"), all subject
to the terms and conditions of this Plan. It is intended that the Options issued
pursuant to this Plan include, when designated as such at the time of grant,
options which qualify as Incentive Stock Options ("Incentive Options") within
the meaning of section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), or any amendment or successor provision of like tenor. If the Company
has a class of securities registered under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), it is intended that Options or Stock Awards
granted pursuant to this Plan qualify for the exemption provided for in Rule
16b-3 promulgated under the Exchange Act ("Rule 16b-3") or any amendment or
successor rule of like tenor when granted in accordance with the provisions of
such rule.

         2. Shareholder Approval. The Plan shall become effective immediately on
adoption by the Board of Directors of the Company (the "Board") and awards under
the Plan can be made at that time or at any subsequent time. The Plan shall be
submitted to the Company's shareholders in the manner set forth below:

                  (a) Within 12 months after the Plan has been adopted by the
         Board, the Plan shall be submitted for approval by those shareholders
         of the Company who are entitled to vote on such matters at a duly held
         shareholders' meeting or approved by the unanimous written consent of
         the holders of the issued and outstanding Stock of the Company. If the
         Plan is presented at a shareholders' meeting, it shall be approved by
         the affirmative vote of the holders of a majority of the issued and
         outstanding Stock in attendance, in person or by proxy, at such
         meeting. Notwithstanding the foregoing, the Plan may be approved by the
         shareholders in any other manner not inconsistent with the Company's
         articles of incorporation and bylaws, the applicable provisions of
         state corporate laws, and the applicable provisions of the Code and
         regulations adopted thereunder.

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                  (b) In the event the Plan is so approved, the secretary of the
         Company shall, as soon as practicable following the date of final
         approval, prepare and attach to this Plan certified copies of all
         relevant resolutions adopted by the shareholders and the Board.

                  (c) Failure to obtain shareholder approval on or before the
         date that is twelve months subsequent to the adoption of this Plan by
         the Board shall not invalidate this Plan or affect awards previously
         granted under the Plan; provided that none of the Options issued under
         this Plan will qualify as Incentive Options.

         3. Administration of the Plan. Administration of the Plan shall be
determined by the Board. Subject to compliance with applicable provisions of the
governing law, the Board may delegate administration of the Plan or specific
administrative duties with respect to the Plan, on such terms and to such
committees of the Board as it deems proper. Any Option or Stock Award approved
by the Board shall be approved by a majority vote of those members of the Board
in attendance at a meeting at which a quorum is present. Any Option or Stock
Award approved by a committee designated by the Board shall be approved as
specified by the Board at the time of delegation. The interpretation and
construction of the terms of the Plan by the Board or duly authorized committee
shall be final and binding on all participants in the Plan absent a showing of
demonstrable error. No member of the Board or duly authorized committee shall be
liable for any action taken or determination made in good faith with respect to
the Plan.

         The Board's or duly authorized committee's determination under the Plan
(including without limitation determinations of the persons to receive Options
or Stock Awards, the form, amount, and timing of such Options or Stock Awards,
the terms and provisions of such Options or Stock Awards, and the agreements
evidencing same) need not be uniform and may be made by the Board or duly
authorized committee selectively among persons who receive, or are eligible to
receive, Options or Stock Awards under the Plan, whether or not such persons are
similarly situated.

         4. Shares of Stock Subject to the Plan. A total of 500,000 shares of
Stock may be subject to, or issued pursuant to, Options or Stock Awards granted
under the terms of this Plan. Any shares subject to an Option or Stock Award
under the Plan, which Option or Stock Award for any reason expires or is
forfeited, terminated, or surrendered unexercised as to such shares, shall be
added back to the total number of shares reserved for issuance under the terms
of this Plan. If any right to acquire Stock granted under the Plan is exercised
by the delivery of shares of Stock or the relinquishment of rights to shares of
Stock, only the net shares of Stock issued (the shares of Stock issued less the
shares of Stock surrendered) shall count against the total number of shares
reserved for issuance under the terms of this Plan.

         5. Reservation of Stock on Granting of Option. At the time of granting
any Option under the terms of this Plan, there will be reserved for issuance on
the exercise of the Option the number of shares of Stock of the Company subject
to such Option. The Company may reserve either authorized but unissued shares or
issued shares that have been reacquired by the Company.

         6. Eligibility. Options or Stock Awards under the Plan may be granted
to employees, including officers and directors, of the Company or its
subsidiaries, as may be existing from time to time, and to other individuals who
are not employees of the Company as may be deemed in the best interest of the
Company by the Board or duly authorized committee. Such Options or Stock Awards
shall be in the amounts, and shall have the rights and be subject to the
restrictions, as may be determined by the Board or duly authorized committee at
the time of grant, all as may be within the general provisions of this Plan.

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         7. Term of Options and Certain Limitations on Right to Exercise.

                  (a) Each Option shall have the term established by the Board
         or duly authorized committee at the time the Option is granted but in
         no event may an Option have a term in excess of ten years.

                  (b) The term of the Option, once it is granted, may be reduced
         only as provided for in this Plan or under the written provisions of
         the Option.

                  (c) Unless otherwise specifically provided by the written
         provisions of the Option, no holder or his or her legal representative,
         legatee, or distributee will be, or shall be deemed to be, a holder of
         any shares subject to an Option unless and until the holder exercises
         his or her right to acquire all or a portion of the Stock subject to
         the Option and delivers the required consideration to the Company in
         accordance with the terms of this Plan and the Option and then only to
         the extent of the number of shares of Stock acquired. Except as
         specifically provided in this Plan or as otherwise specifically
         provided by the written provisions of the Option, no adjustment to the
         exercise price or the number of shares of Stock subject to the Option
         shall be made for dividends or other rights for which the record date
         is prior to the date the Stock subject to the Option is acquired by the
         holder.

                  (d) Options under the Plan shall vest and become exercisable
         at such time or times and on such terms as the Board or duly authorized
         committee may determine at the time of the grant of the Option.

                  (e) Options granted under the Plan shall contain such other
         provisions, including, without limitation, further restrictions on the
         vesting and exercise of the Option, as the Board or duly authorized
         committee shall deem advisable.

                  (f) In no event may an Option be exercised after the
         expiration of its term.

                  (g) Unless otherwise specifically provided by the written
         provisions of an Option granted pursuant to this Plan, upon receipt of
         (i) any request that the exercise of the Option or the resale of any
         shares of Stock issued or to be issued on exercise of such Option will
         be registered under the Securities Act; or (ii) any notice of exercise
         of the Option pursuant to its terms, in lieu of any obligation to
         effect any registration with respect to the Options or shares of Stock
         issuable on such Option or in lieu of delivering shares of Stock on the
         exercise of the Option, the Company may, within five business days of
         receipt of such request to register or notice of exercise, purchase, in
         whole or in part, such Options from the Optionee at an amount in cash
         equal to the difference between (a) the then current fair market value
         (as defined below) of the Stock on the day of such repurchase and (b)
         the exercise price in effect on such day. In order to exercise such
         right, the Company must provide written notice to the optionee at least
         five days prior to the date that the Company proposes to repurchase
         such Options. For purposes of this section, the fair market value of
         the Stock shall be determined by the Board or duly authorized committee
         based on the closing price for the Stock as quoted on a registered
         national securities exchange or, if not listed on a national exchange,
         the Nasdaq Stock Market ("Nasdaq"), on the trading day immediately
         preceding the date that the Company provides notice of its intent to
         repurchase the Options, or, if not listed on such an exchange or
         included on Nasdaq, the closing price for the Stock as determined by
         the Board or duly authorized committee through any other reliable means
         of determination available on the close of business on the trading day
         last preceding the date of providing the notice.

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         8. Exercise Price. The exercise price of each Option issued under the
Plan shall be determined by the Board or duly authorized committee on the date
of grant.

         9. Payment of Exercise Price. The exercise of any Option shall be
contingent on receipt by the Company of cash, certified bank check to its order,
or other consideration acceptable to the Company; provided that, at the
discretion of the Board or duly authorized committee, the written provisions of
the Option may provide that payment can be made in whole or in part in shares of
Stock of the Company that have been owned by the optionee for more than six
months or by the surrender of Options to acquire Stock from the Company that
have been held for more than six months, which Stock or Options shall be valued
at their then fair market value as determined by the Board or duly authorized
committee. Any consideration approved by the Board or duly authorized committee
that calls for the payment of the exercise price over a period of more than one
year shall provide for interest, which shall not be included as part of the
exercise price, that is equal to or exceeds the imputed interest provided for in
section 483 of the Code or any amendment or successor section of like tenor.

         10. Withholding. If the grant of a Stock Award or the grant or exercise
of an Option pursuant to this Plan, or any other event in connection with any
such grant or exercise, creates an obligation to withhold income and employment
taxes pursuant to the Code or applicable state or local laws, such obligation
may, at the discretion of the Board or duly authorized committee at the time of
the grant of the Option or Stock Award and to the extent permitted by the terms
of the Option or Stock Award and the then governing provisions of the Code and
the Exchange Act, be satisfied (i) by the holder of the Option or Stock Award
delivering to the Company an amount of cash equal to such withholding
obligation; (ii) by the Company withholding from any compensation or other
amount owing to the holder of the Option or Stock Award the amount (in cash,
Stock, or other property as the Company may determine) of the withholding
obligation; (iii) by the Company withholding shares of Stock subject to the
Option or Stock Award with a fair market value equal to such obligation; or (iv)
by the holder of the Option or Stock Award either delivering shares of Stock
that have been owned by the holder for more than six months or canceling Options
or other rights to acquire Stock from the Company that have been held for more
than six months with a fair market value equal to such requirements. In all
events, delivery of shares of Stock issuable on exercise of the Option or on
grant of the Stock Award shall be conditioned upon and subject to the
satisfaction or making provision for the satisfaction of the withholding
obligation of the Company resulting from the grant or exercise of the Option,
grant of the Stock Award, or any other event. The Company shall be further
authorized to take such other action as may be necessary, in the opinion of the
Company, to satisfy all obligations for the payment of such taxes.

         11. Incentive Options--Additional Provisions. In addition to the other
restrictions and provisions of this Plan, any Option granted hereunder that is
intended to be an Incentive Option shall meet the following further
requirements:

                  (a) The exercise price of an Incentive Option shall not be
         less than the fair market value of the Stock on the date of grant of
         the Incentive Option as determined by the Board or duly authorized
         committee based on the closing price for the Stock as quoted on a
         registered national securities exchange or, if not listed on a national
         exchange, the Nasdaq Stock Market ("Nasdaq"), over the five-day trading
         period immediately prior to the date of grant of such Incentive Option,
         or, if not listed on such an exchange or included on Nasdaq, the
         closing price for the Stock as determined by the Board or duly
         authorized committee through any other reliable means of determination
         available on the close of business on the trading day last preceding
         the date of grant of such Incentive Option and permitted by the
         applicable provisions of the Code.

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<PAGE>

                  (b) No Incentive Option may be granted under the Plan to any
         individual that owns (either of record or beneficially) Stock
         possessing more than 10% of the combined voting power of the Company or
         any parent or subsidiary corporation unless both the exercise price is
         at least 110% of the fair market value of the Stock on the date the
         Option is granted and the Incentive Option by its terms is not
         exercisable more than five years after the date it is granted.

                  (c) Incentive Options may be granted only to employees of the
         Company or its subsidiaries and only in connection with that employee's
         employment by the Company or a subsidiary. Notwithstanding the above,
         directors and other individuals who have contributed to the success of
         the Company or its subsidiaries may be granted Incentive Options under
         the Plan, subject to, and to the extent permitted by, applicable
         provisions of the Code and regulations promulgated thereunder, as they
         may be amended from time to time.

                  (d) The aggregate fair market value (determined as of the date
         the Incentive Option is granted) of the shares of Stock with respect to
         which Incentive Options are exercisable for the first time by any
         individual during any calendar year under the Plan (and all other plans
         of the Company and its subsidiaries) may not exceed $100,000.

                  (e) No Incentive Option shall be transferable other than by
         will or the laws of descent and distribution and shall be exercisable,
         during the lifetime of the optionee, only by the optionee to whom the
         Incentive Option is granted.

                  (f) No individual acquiring shares of Stock pursuant to any
         Incentive Option granted under this Plan shall sell, transfer, or
         otherwise convey the Stock until after the date that is both two years
         after the date the Incentive Option was granted and one year after the
         date the Stock was acquired pursuant to the exercise of the Incentive
         Option. If any individual makes a disqualifying disposition, he or she
         shall notify the Company within 30 days of such transaction.

                  (g) No Incentive Option may be exercised unless the holder
         was, within three months of such exercise, and had been since the date
         the Incentive Option was granted, an eligible employee of the Company
         as specified in the applicable provisions of the Code, unless the
         employment was terminated as a result of the death or disability (as
         defined in the Code and the regulations promulgated thereunder as they
         may be amended from time to time) of the employee or the employee dies
         within three months of the termination. In the event of termination as
         a result of disability, the holder shall have a one year period
         following termination in which to exercise the Incentive Option. In the
         event of death of the holder, the Incentive Option must be exercised
         within six months after the issuance of letters testamentary or
         administration or the appointment of an administrator, executor, or
         personal representative, but not later than one year after the date of
         termination of employment. An authorized absence or leave approved by
         the Board or duly authorized committee for a period of 90 days or less
         shall not be considered an interruption of employment for any purpose
         under the Plan.

                  (h) All Incentive Options shall be deemed to contain such
         other limitations and restrictions as are necessary to conform the
         Incentive Option to the requirements for "incentive stock options" as
         defined in section 422 of the Code, or any amendment or successor
         statute of like tenor.

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<PAGE>

All of the foregoing restrictions and limitations are based on the governing
provisions of the Code as of the date of adoption of this Plan. If at any time
the Code is amended to permit the qualification of an Option as an incentive
stock option without one or more of the foregoing restrictions or limitations or
the terms of such restrictions or limitations are modified, the Board or duly
authorized committee may grant Incentive Options, and may modify outstanding
Incentive Options in accordance with such changes, all to the extent that such
action by the Board or duly authorized committee does not disqualify the Options
from treatment as incentive stock options under the provisions of the Code as
may be amended from time to time.

         12. Awards to Directors and Officers. To the extent the Company has a
class of securities registered under the Exchange Act, Options or Stock Awards
granted under the Plan to directors and officers (as used in Rule 16b-3
promulgated under the Exchange Act or any amendment or successor rule of like
tenor) intended to qualify for the exemption from section 16(b) of the Exchange
Act provided in Rule 16b-3 shall, in addition to being subject to the other
restrictions and limitations set forth in this Plan, be made as follows:

                  (a) A transaction whereby there is a grant of an Option or
         Stock Award pursuant to this Plan must satisfy one of the following:

                           (i) The transaction must be approved by the Board or
                  duly authorized committee composed solely of two or more
                  non-employee directors of the Company (as defined in Rule
                  16b-3);

                           (ii) The transaction must be approved or ratified, in
                  compliance with section 14 of the Exchange Act, by either: the
                  affirmative vote of the holders of a majority of the
                  securities of the Company present or represented and entitled
                  to vote at a meeting of the shareholders of the Company held
                  in accordance with the applicable laws of the state of
                  incorporation of the Company; or, if allowed by applicable
                  state law, the written consent of the holders of a majority,
                  or such greater percentage as may be required by applicable
                  laws of the state of incorporation of the Company, of the
                  securities of the Company entitled to vote. If the transaction
                  is ratified by the shareholders, such ratification must occur
                  no later than the date of the next annual meeting of
                  shareholders; or

                           (iii) The Stock acquired must be held by the officer
                  or director for a period of six months subsequent to the date
                  of the grant; provided that if the transaction involves a
                  derivative security (as defined in section 16 of the Exchange
                  Act), this condition shall be satisfied if at least six months
                  elapse from the date of acquisition of the derivative security
                  to the date of disposition of the derivative security (other
                  than on exercise or conversion) or its underlying equity
                  security.

                  (b) Any transaction involving the disposition by the Company
         of its securities in connection with Options or Stock Awards granted
         pursuant to this Plan shall:

                           (i) be approved by the Board or duly authorized
                  committee composed solely of two or more non-employee
                  directors (as defined in Rule 16b-3); or

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                           (ii) be approved or ratified, in compliance with
                  section 14 of the Exchange Act, by either: the affirmative
                  vote of the holders of a majority of the securities of the
                  Company present, or represented, and entitled to vote at a
                  meeting duly held in accordance with the applicable laws of
                  the state of incorporation of the Company or, if allowed by
                  applicable state law, the written consent of the holders of a
                  majority, or such greater percentage as may be required by
                  applicable laws of the state of incorporation of the Company,
                  of the securities of the Company entitled to vote; provided
                  that such ratification occurs no later than the date of the
                  next annual meeting of shareholders.

All of the foregoing restrictions and limitations are based on the governing
provisions of the Exchange Act and the rules and regulations promulgated
thereunder as of the date of adoption of this Plan. If at any time the governing
provisions are amended to permit an Option to be granted or exercised or Stock
Award to be granted pursuant to Rule 16b-3 or any amendment or successor rule of
like tenor without one or more of the foregoing restrictions or limitations, or
the terms of such restrictions or limitations are modified, the Board or duly
authorized committee may award Options or Stock Awards to directors and
officers, and may modify outstanding Options or Stock Awards, in accordance with
such changes, all to the extent that such action by the Board or duly authorized
committee does not disqualify the Options or Stock Awards from exemption under
the provisions of Rule 16b-3 or any amendment or successor rule of similar
tenor.

         13. Stock Appreciation Rights and Other Tandem Rights. The Board or
duly authorized committee, at the time of granting any award under the terms of
this Plan, shall have the authority to grant stock appreciation rights or other
tandem rights with respect to all or some of the shares of Stock covered by such
award pursuant to which the holder shall have the right to surrender all or part
of such award and thereby exercise the tandem rights; provided, however, that
the holder shall not have such right to surrender and obtain payment during the
first six months of the term of the award, except in the event of death or
disability of the holder during such six-month period. Any payment under the
terms of the tandem rights may be made by the Company, at the discretion of the
Board or duly authorized committee as set forth in the written award, in Stock
(at its fair market value on the date of the notice of exercise, as determined
by the Board or committee) or in cash, or partly in Stock and partly in cash, as
the Company may determine. Any stock appreciation rights or other tandem rights
granted under the terms of this section may be exercised only when, and only to
the extent that, the holder is entitled to exercise all or a portion of the
underlying award. The terms of any stock appreciation or other rights granted
shall, within the provisions of this Plan, be established by the Board or
committee at the time of grant, and any rights created thereby can only be
transferred in connection with the transfer of the underlying award. Stock
appreciation rights may only be exercised at a time when the fair market value
of the Stock subject to the award exceeds the exercise price of the award.

         14. Stock Awards. The Board or duly authorized committee may grant
Stock Awards to individuals eligible to participate in this Plan, in the amount,
and subject to the provisions determined by the Board or duly authorized
committee. The Board or duly authorized committee shall notify in writing each
person selected to receive a Stock Award hereunder as soon as practicable after
he or she has been so selected and shall inform such person of the number of
shares he or she is entitled to receive, the approximate date on which such
shares will be issued, and the Forfeiture Restrictions applicable to such
shares. (For purposes hereof, the term "Forfeiture Restrictions" shall mean any

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<PAGE>

prohibitions against sale or other transfer of shares of Stock granted under the
Plan and the obligation of the holder to forfeit his or her ownership of or
right to such shares and to surrender such shares to the Company on the
occurrence of certain conditions.) The Board or duly authorized committee may,
at its discretion, require the payment in cash to the Company by the award
recipient of the par value of the Stock. The shares of Stock issued pursuant to
a Stock Award shall not be sold, exchanged, transferred, pledged, hypothecated,
or otherwise disposed of during such period or periods of time which the Board
or duly authorized committee shall establish at the time of the grant of the
Stock Award. If a Stock Award is made to an employee of the Company or its
subsidiaries, the employee shall be obligated, for no consideration other than
the amount, if any, of the par value paid in cash for such shares, to forfeit
and surrender such shares as he or shall have received under the Plan which are
then subject to Forfeiture Restrictions to the Company if he or she is no longer
an employee of the Company or its subsidiaries for any reason; provided that in
the event of termination of the employee's employment by reason of death or
total and permanent disability, the Board or duly authorized committee, in its
sole discretion, may cancel the Forfeiture Restrictions. Certificates
representing shares subject to Forfeiture Restrictions shall be appropriately
legended as determined by the Board or duly authorized committee to reflect the
Forfeiture Restrictions, and the Forfeiture Restrictions shall be binding on any
transferee of the shares.

         15. Assignment. At the time of grant of an Option or Stock Award, the
Board or duly authorized Committee, in its sole discretion, may impose
restrictions on the transferability of such Option or Stock Award and provide
that such Option shall not be transferable other than by will or the laws of
descent and distribution or pursuant to a qualified domestic relations order as
defined in the Code and that, except as permitted by the foregoing, such Options
or Stock Awards, granted under the Plan and the rights and privileges thereby
conferred shall not be transferred, assigned, pledged, or hypothecated in any
way (whether by operation of law or otherwise), and shall not be subject to
execution, attachment, or similar process. On any attempt to transfer, assign,
pledge, hypothecate, or otherwise dispose of the Option or Stock Award, or of
any right or privilege conferred thereby, contrary to the provisions thereof, or
on the levy of any attachment or similar process on such rights and privileges,
the Option or Stock Award and such rights and privileges shall immediately
become null and void.

         16. Additional Terms and Provisions of Awards. The Board or duly
authorized committee shall have the right to impose additional limitations on
individual awards under the Plan. For example, and without limiting the
authority of the Board or duly authorized committee, an individual award may be
conditioned on continued employment for a specified period or may be voided
based on the award holder's gross negligence in the performance of his or her
duties, substantial failure to meet written standards established by the Company
for the performance of his or her duties, criminal misconduct, or willful or
gross misconduct in the performance of his or her duties. In addition, the Board
or duly authorized committee may establish additional rights in the holders of
individual awards at the time of grant. For example, and without limiting the
authority of the Board or duly authorized committee, an individual award may
include the right to immediate payment of the value inherent in the award on the
occurrence of certain events such as a change in control of the Company, all on
the terms and conditions set forth in the award at the time of grant. The Board
or duly authorized committee may, at the time of the grant of the Option or
Stock Award, establish any other terms, restrictions, or provisions on the
exercise of an Option or the holding of Stock subject to the Stock Award as it
deems appropriate. All such terms, restrictions, and provisions must be set
forth in writing at the time of grant in order to be effective.

         17. Dilution or Other Adjustments. Unless otherwise specifically
provided by the written provisions of an Option granted pursuant to this Plan,
in order to prevent dilution of the rights under any Option granted pursuant to
this Plan, the Plan and any Options and Stock Awards shall be subject to
appropriate adjustment as follows:

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<PAGE>

                  (a) In the event the Company shall declare a dividend or make
         any other distribution on any capital stock of the Company payable in
         Stock, rights to purchase Stock, or securities convertible into Stock
         or shall subdivide its outstanding shares of Stock into a greater
         number of shares or combine such outstanding Stock into a smaller
         number of shares, then in each such event, the aggregate number of
         shares of Stock then subject to the Plan shall be increased or
         decreased by the same proportion and the number of shares of Stock then
         covered by each outstanding Option granted hereunder shall be adjusted
         so that each such Option shall be exercisable to purchase the kind and
         number of shares of Stock or other securities of the Company which the
         holder would have owned or have been entitled to receive after the
         happening of any of the events described above, had such Option been
         exercised immediately prior to the happening of such event or any
         record date with respect thereto. Whenever the number of shares of
         Stock purchasable on the exercise of Options granted hereunder are
         adjusted pursuant to this subparagraph, the exercise price of each such
         Option shall be adjusted by multiplying the exercise price per share
         immediately prior to such adjustment by a fraction (calculated to four
         decimal places), the numerator of which shall be the number of shares
         purchasable on the exercise of such Option immediately prior to such
         adjustment and the denominator of which shall be the number of shares
         so purchasable immediately thereafter. Shares awarded under the terms
         of a Stock Award, whether or not then subject to Forfeiture
         Restrictions, shall be entitled to the same rights as other issued and
         outstanding shares of Stock, including distributions pursuant to a
         stock split or dividend or reduction pursuant to a combination or
         consolidation, although any additional shares of Stock issued to the
         holder of a Stock Award shall be subject to the same Forfeiture
         Restrictions as the Stock Award.

                  (b) In the event the Company shall declare a dividend or make
         any other distribution to the holders of its Stock, payable in evidence
         of its indebtedness or assets or capital stock (excluding cash
         dividends or distributions made out of current or retained earnings) or
         rights or warrants to subscribe for securities, other than as referred
         to above, then in each such case the exercise price per share of each
         Option granted hereunder shall be adjusted to be equal to the exercise
         price theretofore applicable prior to any such adjustment multiplied by
         a fraction (calculated to four decimal places), the numerator of which
         shall be the current market price per share of Stock on the record date
         for such distribution less the then fair market value (as reasonably
         determined by the Board) of the evidence of its indebtedness or assets
         or capital stock so distributed applicable to one share of Stock and
         the denominator of which shall be the current market price per share of
         Stock. Shares issued under a Stock Award, whether or not subject to
         Forfeiture Restrictions, shall be treated as issued and outstanding
         although any distributions with respect to the shares awarded under the
         Stock Award shall be subject to the Forfeiture Restrictions then
         applicable to such shares and may be held by the Company or otherwise
         subject to restrictions on transfer until the expiration of the
         Forfeiture Restrictions.

                  (c) In the event that any capital reorganization or
         reclassification of the capital stock of the Company, consolidation or
         merger of the Company with another entity, or sale of all or
         substantially all of the Company's assets to another entity shall be
         effected in such a way that holders of Stock shall be entitled to

                                       9
<PAGE>

         receive stock or securities of any other entity or other assets with
         respect to or in exchange for Stock, other than as referred to above,
         then, as a condition of any such reorganization, reclassification,
         consolidation, merger, or sale, lawful adequate provisions shall be
         made whereby the holders of any Option granted hereunder shall
         thereafter have the right to acquire and receive on exercise of such
         Option such shares of stock, securities, or other assets as would have
         been issuable or payable (as part of the reorganization,
         reclassification, consolidation, merger, or sale) with respect to or in
         exchange for such number of outstanding shares of Stock as would have
         been received on exercise of such Option immediately before such event.
         In any such case, appropriate provision shall be made with respect to
         the rights and interests of the holders of each Option to the end that
         the provisions thereof (including without limitations provisions for
         adjustments of the exercise price and for the number of shares issuable
         on exercise of the Option) shall thereafter be applicable in relation
         to any shares of stock, securities, or assets thereafter deliverable on
         the exercise of the Option. In order to effect the foregoing, the
         Company may require, as a condition to such transaction, that the
         holder of any Option granted hereunder be granted an option of
         substantially like tenor to purchase equity securities of such other
         entity so that the optionee shall be entitled to purchase the kind and
         number of shares of common stock or other securities of such entity
         which it would have been entitled to receive after the happening of any
         of the events described above, had the Option been exercised
         immediately prior to the happening of such event or any record date
         with respect thereto. In the event that the exercise price of any
         Option granted hereunder is adjusted pursuant to subparagraph (b) of
         this section, the aggregate exercise price of any new option granted
         pursuant to this subparagraph (c) shall be equal to the difference
         between the aggregate exercise price of such Option immediately prior
         to adjustment pursuant to subparagraph (b) of this section and the
         aggregate adjusted exercise price immediately following such
         adjustment. Shares awarded under a Stock Award shall be treated as
         issued and outstanding, whether or not subject to Forfeiture
         Restrictions, although any Stock, assets, or other rights distributed
         shall be subject to the Forfeiture Restrictions governing the shares
         awarded under the Stock Award and, at the discretion of the Board or
         duly authorized committee, may be held by the Company or otherwise
         subject to restrictions on transfer by the Company until the expiration
         of such Forfeiture Restrictions. The Company will not effect any such
         consolidation, merger, or sale unless prior to the consummation thereof
         the successor corporation resulting from such consolidation or merger
         or the corporation purchasing such assets shall assume, by written
         instrument mailed or delivered to the holders of each Option granted
         hereunder at the last address of the holder appearing on the books of
         the Company, the obligation to deliver to each such holder such shares
         of stock, securities, or assets as, in accordance with the foregoing
         provisions, that such holder may be entitled to acquire on exercise of
         such Option. Shares awarded under a Stock Award shall be treated as
         issued and outstanding, whether or not subject to Forfeiture
         Restrictions.

                  (d) In the event of a merger or consolidation of the Company
         with or into another corporation or the sale of all or substantially
         all of their assets as a result of which a number of shares of common
         stock of the surviving or purchasing corporation greater or lesser than
         the number of shares of Stock outstanding immediately prior to such
         merger, consolidation, or purchase are issuable to holders of Stock,
         then the exercise price and number of shares issuable on exercise of
         each Option granted hereunder shall be adjusted in the same manner as
         though there was a subdivision or combination of the outstanding shares
         of Stock.

                                       10
<PAGE>

                  (e) Adjustments pursuant to this provision shall be made
         whenever any event described herein occurs and shall become effective
         on the date of the triggering event retroactive to the record date for
         the determination of shareholders entitled to receive any distribution.
         Whenever the number of shares of Stock purchasable on the exercise of
         any Option granted hereunder or the exercise price of any Option are
         adjusted, the Company shall cause to be promptly mailed by first class
         mail, postage prepaid, to the holders of each Option notice of such
         adjustment or adjustments and shall deliver a resolution of the Board
         setting forth the number of shares purchasable on exercise of the
         Option and the exercise price thereof after such adjustment, setting
         forth a brief statement of the facts requiring such adjustment,
         together with the computation by which such adjustment was made. Such
         resolution, in the absence of manifest error, shall be conclusive
         evidence of the correctness of adjustment.

                  (f) All adjustments pursuant to this section shall be made by
         the Board, which shall be binding on each optionee in the absence of
         demonstrable error. In the event the Board determines that the
         adjustment provided for above is unduly difficult or expensive to
         effect because of difficulties of valuation, the Board may, at its
         option and as an alternative to the adjustment, cause the Company to
         distribute and place in escrow for the optionee that portion of such
         dividend or distribution which the optionee would have received had it
         exercised the Option before the declaration of the dividend or the
         making of the distribution. Upon exercise of an Option, the optionee
         shall receive its portions of the dividend, distribution, or rights.

                  (g) No adjustments shall be made to the Exercise Price or the
         number of shares of Stock issuable on exercise of any Option granted
         hereunder:

                           (i) in connection with the issuance of any shares of
                  Stock, securities, or other assets on the exercise of any such
                  Option;

                           (ii) in connection with the issuance of any shares of
                  Stock, securities or other assets on the exercise or
                  conversion of any rights, options, warrants, or other right or
                  convertible securities containing the right to purchase or
                  acquire Stock;

                           (iii) in connection with the issuance of additional
                  shares of Stock, securities, or other assets on account of the
                  anti-dilution provisions contained in or relating to any
                  Option granted hereunder or any other option, warrant, or
                  right to acquire Stock;

                           (iv) in connection with the purchase or other
                  acquisition by the Company of any shares of Stock, evidences
                  of its indebtedness or assets, or rights, options, warrants,
                  or convertible securities containing the right to subscribe
                  for or purchase Common Stock;

                           (v) the sale or issuance by the Company of any shares
                  of Stock, evidences of its indebtedness or assets, or rights,
                  options, warrants, or convertible securities containing the
                  right to subscribe for or purchase Stock or other securities
                  pursuant to options, warrants, or other rights to acquire
                  Stock or other securities; or

                                       11
<PAGE>

                           (vi) if such adjustment would require a change of
                  less than 1% in the number of shares purchasable on the
                  exercise of such Option; provided, however, that any
                  adjustments that would otherwise be required to be made but
                  for this subsection shall be carried forward and taken into
                  account in any subsequent adjustment.

         18. Options or Stock Awards to Foreign Nationals. The Board or duly
authorized committee may, in order to fulfill the purposes of this Plan and
without amending the Plan, grant Options or Stock Awards to foreign nationals or
individuals residing in foreign countries that contain provisions, restrictions,
and limitations different from those set forth in this Plan and the Options or
Stock Awards made to United States residents in order to recognize differences
among the countries in law, tax policy, and custom. Such grants shall be made in
an attempt to provide such individuals with essentially the same benefits as
contemplated by a grant to United States residents under the terms of this Plan.

         19. Listing and Registration of Shares. Unless otherwise expressly
provided on the granting of an award under this Plan, the Company shall have no
obligation to register any securities issued pursuant to this Plan or issuable
on the exercise of Options granted hereunder. Each award shall be subject to the
requirement that if at any time the Board or duly authorized committee shall
determine, in its sole discretion, that it is necessary or desirable to list,
register, or qualify the shares covered thereby on any securities exchange or
under any state or federal law, or obtain the consent or approval of any
governmental agency or regulatory body as a condition of, or in connection with,
the granting of such award or the issuance or purchase of shares thereunder,
such award may not be made or exercised in whole or in part unless and until
such listing, registration, consent, or approval shall have been effected or
obtained free of any conditions not acceptable to the Board or duly authorized
committee.

         20. Expiration and Termination of the Plan. The Plan may be abandoned
or terminated at any time by the Board or duly authorized committee except with
respect to any Options or Stock Awards then outstanding under the Plan. The Plan
shall otherwise terminate on the earlier of the date that is: (i) ten years
after the date the Plan is adopted by the Board; or (ii) ten years after the
date the Plan is approved by the shareholders of the Company.

         21. Form of Awards. Awards granted under the Plan shall be represented
by a written agreement which shall be executed by the Company and which shall
contain such terms and conditions as may be determined by the Board or duly
authorized committee and permitted under the terms of this Plan. Option
agreements evidencing Incentive Options shall contain such terms and conditions,
among others, as may be necessary in the opinion of the Board or duly authorized
committee to qualify them as incentive stock options under section 422 of the
Code or any amendment or successor statute of like tenor.

         22. No Right of Employment. Nothing contained in this Plan or any
Option or Stock Award shall be construed as conferring on a director, officer,
or employee any right to continue or remain as a director, officer, or employee
of the Company or its subsidiaries.

         23. Leaves of Absence. The Board or duly authorized committee shall be
entitled to make such rules, regulations, and determinations as the Board or
duly authorized committee deems appropriate under the Plan in respect of any
leave of absence taken by the recipient of any Option or Stock Award. Without
limiting the generality of the foregoing, the Board or duly authorized committee
shall be entitled to determine (a) whether or not any such leave of absence
shall constitute a termination of employment within the meaning of the Plan, and
(b) the impact, if any, of any such leave of absence on any Option or Stock
Award under the Plan theretofore made to any recipient who takes such leave of
absence.

                                       12
<PAGE>

         24. Amendment of the Plan. The Board or duly authorized committee may
modify and amend the Plan in any respect; provided, however, that to the extent
such amendment or modification would cause the Plan to no longer comply with the
applicable provisions of the Code with respect to Incentive Options, such
amendment or modification shall also be approved by the shareholders of the
Company. Subject to the foregoing and, if the Company is subject to the
provisions of 16(b) of the Exchange Act, the limitations of Rule 16b-3
promulgated under the Exchange Act or any amendment or successor rule of like
tenor, the Plan shall be deemed to be automatically amended as is necessary (i)
with respect to the issuance of Incentive Options, to maintain the Plan in
compliance with the provisions of section 422 of the Code, and regulations
promulgated thereunder from time to time, or any amendment or successor statute
thereto, and (ii) with respect to Options or Stock Awards granted to officers
and directors of the Company, to maintain the awards made under the Plan in
compliance with the provisions of Rule 16b-3 promulgated under the Exchange Act
or any amendment or successor rule of like tenor.

                                                     ATTEST:


                                                     /s/ Andrew W. Pierce
                                                    ----------------------------
                                                     Andrew W. Pierce, Secretary



                             SECRETARY'S CERTIFICATE

         The undersigned, the duly constituted and elected secretary of FX
Energy, Inc., hereby certifies that a duly constituted meeting of the
shareholders held on May 4, 1998, pursuant to notice and at which a quorum was
present in accordance with the requirements of law and the Company's articles of
incorporation and bylaws, the foregoing FX Energy, Inc. 1997 Stock Option and
Award Plan was approved by the affirmative vote of the holders of a majority of
the shares of Common Stock in attendance, in person or by proxy, at such
meeting.

         DATED this 8th day of May, 1998.



                                                     /s/ Andrew W. Pierce
                                                    ----------------------------
                                                     Andrew W. Pierce, Secretary

                                       13

</TEXT>
</DOCUMENT>
