AMENDMENTS
                                       TO
                            CHAPARRAL RESOURCES, INC.
                             1989 STOCK WARRANT PLAN


               RESOLVED,  that  Section  6(g) of the  Company's  1989 Stock
          Warrant Plan (the "Plan") is hereby  amended to provide that upon
          termination  of  employment  by a  Warrant  Holder  who  is not a
          director of the Company,  the Board of  Directors  shall have the
          option, in its sole discretion,  to extend the expiration date of
          any Warrant  previously  granted to a Warrant Holder for a period
          of up to nine (9) months following the date of termination of the
          Warrant Holder's employment with the Company.

               RESOLVED, that Section 8 of the Company's 1989 Stock Warrant
          Plan (the  "Plan") is hereby  amended  to provide  that a Warrant
          granted  under the Plan may be assigned by a Warrant  Holder to a
          Warrant  Holder's family member or to a charitable  trust created
          by the Warrant Holder. For purposes of this Section and the Plan,
          the term family  member  means a parent,  child,  grandparent  or
          spouse.