AGREEMENT

EXHIBIT 2

AGREEMENT

THIS AGREEMENT (this “Agreement”) is dated as of January 16, 2003 (the “Effective Date”), by and among the undersigned in their individual and/or fiduciary capacities as indicated below (each, a “Holder,” and collectively, the “Holders”).

WITNESSETH:

WHEREAS, each Holder owns or has an interest in the shares of the common stock, par value $0.20 per share (the “Common Stock”), of Xxxxxxxx Petroleum Corporation, a Delaware corporation (“Xxxxxxxx”);

WHEREAS, each Holder desires to sell its interest in the Common Stock set forth opposite such Holder’s name on the signature pages hereto (the “Disposition”) and has discussed preliminarily with one or more other Holders various other possibilities in that regard;

WHEREAS, the Holders recognize that a Disposition on a coordinated basis under circumstances designed to achieve a fair price for the Holders and to provide liquidity to the Holders is in the mutual best interest of the Company and its stockholders taken as a whole, including the Holders;

WHEREAS, the Holders recognize that the separate sale of the shares of Common Stock held by one or more of them could substantially interfere with the ability to sell any of such shares;

WHEREAS, prior to the Effective Date none of the Holders has agreed to act in concert with any other Holder or any other owner of the Common Stock, except as otherwise disclosed on a Statement on Schedule 13D filed with the Securities and Exchange Commission (“SEC”); and

WHEREAS, the Holders believe it to be in their best interest (i) to enter into this Agreement to coordinate their activities as to the Disposition and thus recognize that they may be deemed to have formed a “group,” as such term is used in Section 13(d) under the Securities and Exchange Act of 1934 (the “Exchange Act”), and (ii) to set forth certain other agreements related to the proposed Disposition.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained in this Agreement, the parties hereto agree as follows:

1.             No Agreement to Act in Concert Prior to the Effective Date.  Each Holder represents, warrants and otherwise agrees that prior to the Effective Date such Holder has not agreed (whether orally, in writing or otherwise) to act in concert with any other person for the purpose of acquiring, holding, voting or disposing of equity securities of Xxxxxxxx, except as

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disclosed on a Statement on Schedule 13D filed with the SEC in accordance with the Exchange Act.

2.             Agreement to Act in Concert.  Each Holder agrees that as of the Effective Date (i) such Holder agrees to act together for the purpose of consummating the Disposition on terms and conditions acceptable to the Holders, (ii) such agreement may result in the formation of a “group” under Section 13(d) of the Exchange Act, and (iii) the group may be deemed to have acquired beneficial ownership, for purposes of Section 13(d) of the Exchange Act, as of the Effective Date, of all equity securities of Xxxxxxxx beneficially owned by the Holders.

3.             Fees and Expenses.  Each Holder agrees that it will pay the costs and expenses, including, without limitation, the fees, expenses and disbursements of counsel, incurred by or on behalf of the Holders in connection with the negotiation and consummation of the Disposition transactions contemplated herein, including, without limitation, the preparation and filing of any Statement on Schedule 13D or any amendment thereto, in accordance with the proportion that the number of shares of Common Stock listed next to such Holder’s name on the signature pages hereto bears to the total number of shares of Common Stock listed on the signature pages hereto.

4.             No Restrictions.  Nothing in this Agreement shall restrict the rights of any Holder to vote (including, without limitation, the right of any Holder to vote as he, she or it wishes on the Disposition), and nothing in this Agreement shall restrict the rights of any Holder to sell or dispose of shares of the Common Stock except as specifically set forth herein.

5.             Agreement Not to Sell, Etc.  Each Holder agrees that for 150 days from the date hereof, without the consent of Holders representing at least 75% of the shares of Common Stock subject to this Agreement at the time, he, she or it will not, and will not agree or commit to (by the grant of options or otherwise), sell, transfer, assign or otherwise dispose of the Common Stock beneficially owned or hereafter acquired by him, her or it, or in which he, she or it has or hereafter acquires an interest, except

(a)   in a corporate transaction requiring the approval of the holders of a majority of the shares of outstanding Xxxxxxxx Common Stock and as to which the requisite approval of the Xxxxxxxx stockholders shall have been obtained;

(b)   pursuant to an offer to purchase not less than all outstanding shares of Common Stock (other than the shares owned by the offeror or offerors), which the Xxxxxxxx Board of Directors shall not have determined is inadequate or not in the best interests of the stockholders of the Company as a whole, and which an independent investment banker of national reputation as the Company may select, shall have determined to be fair and equitable to the Company’s stockholders from a financial point of view;

(c)   pursuant to an offer to purchase less than all outstanding shares of Common Stock; provided, that the offeror or offerors have entered into an agreement of merger or consolidation or similar agreement with the Company that has been approved by a majority of the Xxxxxxxx Board of Directors, and which is to be submitted to the stockholders of the Company for approval; or

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(d)   by gift, will or pursuant to the laws of descent and distribution; provided, that any recipient of shares of Common Stock pursuant to a sale, transfer, assignment or disposition under clause (d) of this paragraph 5 shall be bound by this Agreement as if a signatory hereto.

6.             Beneficial Ownership.  As used in this Agreement, the phrases “beneficial ownership,” “beneficially owned” or phrases of similar import shall have the meanings ascribed to such phrases in accordance with Section 13 of the Exchange Act.

7.             Effectiveness.  This Agreement will become effective to each Holder upon the execution hereof by such Holder.

8.             Additional Parties.  It is recognized that other stockholders of Xxxxxxxx may wish to join this Agreement.  Any stockholder wishing to do so may do so by executing a counterpart copy of this Agreement and setting forth next to his, her or its signature the number of shares of Common Stock to which he or it has an interest.  The term “Holder” shall include any stockholder of Xxxxxxxx who becomes a party to this Agreement in accordance with the provisions of this paragraph 8.

9.             Remedies.  The Holders agree that legal remedies for breach of this Agreement will be inadequate and that this Agreement may be enforced by injunctive or other equitable relief.

10.           Binding Effect.  All authority herein conferred to agreed to be conferred by a Holder shall survive the death or incapacity of the Holder.  This Agreement shall inure to the benefit of, and be binding upon, each of the parties hereto and each of their respective heirs, personal representatives, successors and assigns.

11.           Notices.  All notices given pursuant to this Agreement shall be in writing and sent by registered or certified mail, return receipt requested, to the party or parties to be given such notice at his, her or its address set forth next to his, her or its signature hereto or to such other address as such party to be given notice may have communicated to the sending party, provided such communication is received.

12.           Counterparts.  This Agreement may be executed in any number of counterparts, all of which shall together constitute one and the same instrument.

13.           Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

14.           Amendments.  This Agreement may not be amended or modified, except by a writing duly and validly executed by each of the Holders.

15.           Capacity.  Each party to this Agreement, by his, her or its execution hereof, shall have signed and entered into the Agreement in all capacities set forth on the signature pages hereto.

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16.           Filing Documents.  Each party to this Agreement, by his, her or its execution hereof appoints each of Xxxxxx X. Xxxxxxxx or Xxxxx Xxx as his, her or its attorney-in-fact to sign any documents which any of said attorneys-in-fact believes may be required to be filed with any government agency as a result of this Agreement, including, without limitation, a Statement on Schedule 13D under the Exchange Act and all amendments to such Statements.  Each of the undersigned will provide the information to be used in this connection.

[Signatures on following pages]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date in their respective capacities set forth below:

Name and Capacity In Which Executing		Address		Number of Shares of Common Stock (including beneficially owned shares) Subject to this Agreement
				Xxxxxxxx Petroleum Common Stock:		1,016,341
Alps Investment LLC		See Below		Xxxxxxxx Petroleum .9375 Warrants:		480,000
				Xxxxxxxx Petroleum 1.50 Warrants:		48,000

	By:		Alps Investment LLC
			A Virginia Limited Liability Company
			PMB 249
			0000 X Xxxxxx, XX
			Xxxxxxxxxx, XX 00000
	Its:		Manager
	By:		/s/ Xxxx X. Xxxx
	Name:		Xxxx X. Xxxx
	Its:		President/COO

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date in their respective capacities set forth below:

Name and Capacity In Which Executing		Address		Number of Shares of Common Stock (including beneficially owned shares) Subject to this Agreement
Xxxxxx X. Xxxxxxxx General Partner Xxxxxxxx Associates		Xxxx 00 000 Xxxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000		Common Stock		2,442

XXXXXXXX ASSOCIATES
	By:		/s/ Xxxxxx X. Xxxxxxxx
			Xxxxxx X. Xxxxxxxx
			General Partner

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date in their respective capacities set forth below:

Name and Capacity In Which Executing		Address		Number of Shares of Common Stock (including beneficially owned shares) Subject to this Agreement
Xxxxxx X. Xxxxxxxx		Unit 31		Common Stock		207,644
		000 Xxxxx Xxxxxx		Warrants @ $0.9375		60,750
		Xxx Xxxxxxxxx, XX 00000		Warrants @ $1.50		6,075
				Director Options		10,000

	By:		/s/ Xxxxxx X. Xxxxxxxx
			Xxxxxx X. Xxxxxxxx

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date in their respective capacities set forth below:

Name and Capacity In Which Executing		Address		Number of Shares of Common Stock (including beneficially owned shares) Subject to this Agreement
Xxxxxx X. Xxxxxxxx Beneficiary Xxxxxx X. Xxxxxxxx Money Purchase Pension Plan		Unit 31 000 Xxxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000		Common Stock		197,454
				Warrants @ $0.9375		59,250
				Warrants @ $1.50		5,925

	By:	/s/ Xxxxxx X. Xxxxxxxx
		Xxxxxx X. Xxxxxxxx
		Beneficiary

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date in their respective capacities set forth below:

Name and Capacity In Which Executing		Address		Number of Shares of Common Stock (including beneficially owned shares) Subject to this Agreement
Xxxxxx X. Case III Living Trust  U/A Dated 7/17/00		See Below		Xxxxxxxx Petroleum Common Stock:		340,297
				Xxxxxxxx Petroleum .9375 Warrants:		159,990
				Xxxxxxxx Petroleum 1.50 Warrants:		15,999

	By:		Xxxxxx X. Case III Living Trust U/A Dated 7/17/00
	By:		Ka Po’e Hana LLC
			A Virginia Limited Liability Company
			PMB 249
			0000 X Xxxxxx, XX
			Xxxxxxxxxx, XX 00000
	Its:		Manager
	By:		/s/ Xxxx X. Xxxx
	Name:		Xxxx X. Xxxx
	Its:		President/COO

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date in their respective capacities set forth below:

Name and Capacity In Which Executing		Address		Number of Shares of Common Stock (including beneficially owned shares) Subject to this Agreement
Estate of Xxxxxx X. Case III		See Below		Xxxxxxxx Petroleum Common Stock:		27,000

	By:		Estate of Xxxxxx X. Case III
	By:		Ka Po’e Hana LLC
			A Virginia Limited Liability Company
			PMB 249
			0000 X Xxxxxx, XX
			Xxxxxxxxxx, XX 00000
	Its:		Manager
	By:		/s/ Xxxx X. Xxxx
	Name:		Xxxx X. Xxxx
	Its:		President/COO

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date in their respective capacities set forth below:

Name and Capacity In Which Executing		Address		Number of Shares of Common Stock (including beneficially owned shares) Subject to this Agreement
Xxxxxx X. Case Living Trust		See Below		Xxxxxxxx Petroleum Common Stock:		84,674
				Xxxxxxxx Petroleum .9375 Warrants:		39,990
				Xxxxxxxx Petroleum 1.50 Warrants:		3,999

	By:		Xxxxxx X. Case Living Trust
	By:		Ka Po’e Hana LLC
			A Virginia Limited Liability Company
			PMB 249
			0000 X Xxxxxx, XX
			Xxxxxxxxxx, XX 00000
	Its:		Manager
	By:		/s/ Xxxxxx X. Xxxxx
	Name:		Xxxxxx X. Xxxxx
	Its:		VP/Investments

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date in their respective capacities set forth below:

Name and Capacity In Which Executing		Address		Number of Shares of Common Stock (including beneficially owned shares) Subject to this Agreement
Xxxxxx X. CampbellChief Executive Officer Guaranty Finance Management, LLC Manager of Xxxxxxxxx & Xxxxx Guaranty Finance, LLC		000 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, XX 00000		Common Stock		1,587,276
				Warrants @ $0.9375		799,980
				Warrants @ $1.00		280,000
				Warrants @ $1.50		79,998

XXXXXXXXX & XXXXX GUARANTY FINANCE, LLC
	By:		Guaranty Finance Management, LLC, its manager
	By:		/s/ Xxxxxx X. Xxxxxxxx
			Xxxxxx X. Xxxxxxxx
			Chief Executive Officer

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date in their respective capacities set forth below:

Name and Capacity In WhichExecuting		Address		Number of Shares of Common Stock (including beneficially owned shares) Subject to this Agreement
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx		35 – 00xx Xxx. X
		Xxxxxxxx, XX 00000		Xxxxxxxx Petroleum Common (649,496 common shares)
				Xxxxxxxx Petroleum $0.9375 Warrants (200,010 warrants)
				Xxxxxxxx Petroleum $1.50 Warrants (20,001 warrants)
/s/ Xxxxxxxx X. Xxxx
Xxxxxxxx X. Xxxx

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date in their respective capacities set forth below:

Name and Capacity In WhichExecuting		Address		Number of Shares of Common Stock (including beneficially owned shares) Subject to this Agreement
/s/ Xxxxxxxx X. Xxxxxxxx		000 Xxxxxxx Xx.		210,892 shares
Xxxxxxxx X. Xxxxxxxx		Xxxx Xxxx, XX 00000		99,600 Warrants ($0.9375)
				9,960 Warrants ($1.50)

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