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.