AMENDMENT TO WARRANT AGENCY AGREEMENT

                      AMENDMENT TO WARRANT AGENCY AGREEMENT


                                     between

                            XXXXX OIL AND GAS COMPANY

                                       and

                   AMERICAN SECURITIES TRANSFER & TRUST, INC.


                            Dated as of March 3, 1998













     This Amendment to Warrant Agency Agreement ("Amended Agreement"),  dated as
of March 3, 1998, is between Xxxxx Oil and Gas Company  (formerly  Xxxxxxx Xxxxx
Oil and Gas  Company),  a  Nevada  corporation  (the  "Company"),  and  American
Securities Transfer & Trust, Inc. (formerly American Securities Transfer, Inc.),
a Colorado corporation (the "Warrant Agent").

     WHEREAS,  the Company and the Warrant Agent  entered into a Warrant  Agency
Agreement  ("Agreement")  dated as of  August  23,  1993 and the  Agreement  was
amended as of January 5, 1995;

     WHEREAS,  the Company desires to extend the "Expiration Date" as defined in
Section 2 of the Agreement;

     WHEREAS,  Section 29 of the  Agreement  provides  that "the Company and the
Warrant Agent may from time to time  supplement  or amend the Agreement  without
the approval of any Warrant holders . . . to make any other provisions in regard
to matters or  questions  arising  hereunder  which the  Company and the Warrant
agent may deem  necessary or desirable and which shall not adversely  affect the
interests of the Warrant  Holders,  including . . . the making of any provisions
for an extension of the Expiration Date . . ."; and

     WHEREAS,  the Company and the Warrant Agent wish to enter into this Amended
Agreement to reflect the extension of the  Expiration  Date of the Warrants such
that the Warrants  shall  expire,  if not  previously  exercised by holders,  on
August 13, 1999.

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree as follows:

     1.  Amendment.  The first  paragraph of Section 2 of the Agreement and such
other  portions of the  Agreement  referencing  the  Expiration  Date are hereby
amended to reflect that:

     ". . . Each Warrant  Certificate  shall entitle the registered  holder
     thereof,  subject to the provisions of this Agreement, as amended, and
     of the Warrant  Certificate,  to  purchase,  on or before the close of
     business on August 13, 1999 (the  "Expiration  Date"),  one fully paid
     and non-assessable share of Common Stock for each Warrant evidenced by
     such Warrant Certificate, . . ."

     2. No Other Amendments. All other terms and conditions of the Agreement, as
heretofore  amended,  shall remain in full force and effect.  This  Amendment to
Warrant  Agreement  shall be made a part of the Agreement and be  interpreted in
conjunction therewith.

     IN WITNESS WHEREOF,  the parties hereto have caused this Amended  Agreement
to be duly  executed,  in  counterparts,  effective as of the day and year first
above written.

XXXXX OIL AND GAS COMPANY                        AMERICAN SECURITIES TRANSFER
                                                 & TRUST, INC.


By /s/ Xxxxxxx X. Xxxxx, Xx.                      By /s/ Xxxxxx Xxxxx
   -----------------------------------            ------------------------------
      Xxxxxxx X. Xxxxx, Xx., President            Title: Senior VP