FIRST AMENDMENT
                                       TO
                           STOCK ACQUISITION AGREEMENT
                                       AND
                             PLAN OF REORGANIZATION

        WHEREAS, VAALCO Energy, Inc. ("Vaalco"), The 1818 Fund II, L.P. (the
"Fund") and 1818 Oil Corp. (the "Company") have entered into a Stock Acquisition
Agreement and Plan of Reorganization dated as of February 17, 1998 (the
"Agreement"); and

        WHEREAS, the parties to the Agreement desire to amend the Agreement in
certain respects as further set forth below;

        NOW, THEREFORE, the parties hereto hereby agree as follows:

1.      The first sentence of Section 2.1 of the Agreement shall be revised to 
        read:

        "Subject to the terms and conditions herein set forth, (i) Vaalco agrees
        that it will acquire, and the Fund agrees to transfer to Vaalco, 229
        shares of the common stock, $.01 par value (the "Company Shares"), of
        the Company, and (ii) the Fund agrees to acquire shares (the "Vaalco
        Common Shares") of common stock of Vaalco, $0.10 par value ("Vaalco
        Common Stock") in an aggregate amount of $7,000,000."

2.      The first sentence of Section 8.3 (l) of the Agreement shall be revised 
        to read:

        "Vaalco shall have arranged for the sale of Vaalco Common Stock
        simultaneously with (or prior to) the Closing for an aggregate
        consideration in an amount not less than $2,200,000, with the closing of
        such sale to occur on the same date as (or prior to) the Closing and the
        proceeds of such sale to be transferred to Vaalco simultaneously with
        the closing of such sale; provided, that the sum of (x) the placement
        agent fees incurred in connection with such sale and (y) the amounts
        payable by Vaalco in respect of any and all related costs and expenses
        with respect to such sale (including, without limitation, the
        disbursements of the placement agent and all legal, accounting and
        printing expenses required to be paid by Vaalco) shall in no event be in
        excess of $1.1 million."

        IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date first written above.

                                              VAALCO ENERGY, INC.

                                              By: /s/ ROBERT L. GERRY
                                                  Robert L. Gerry III
                                                  Chief Executive Officer

                                              THE 1818 FUND II, L.P.
                                              By: Brown Brothers Harriman 
                                                  & Co., general partner

                                              By: /s/ THE 1818 FUND II, L.P.
                                              1818 OIL CORP.

                                              By: /s/ 1818 OIL CORP.