WARRANT GRANTED TO W.E. PRITCHARD, III 09/01/96

Exhibit 99.4

No. W-005 For the Purchase of 250,000 Shares

This Warrant has not been registered under the Securities Act of 1933 or
the laws of any state and may not be transferred in the absence of (a) an
effective registration statement for this Warrant under the Securities Act
of 1933 and applicable state laws or (b) an opinion of counsel satisfactory
to the Company that such registration is not required. This Warrant is
subject to other limitations on transfer.

FORM OF STOCK PURCHASE WARRANT TO PURCHASE
SHARES OF COMMON STOCK OF VAALCO ENERGY, INC.

This certifies that for value received, William E. Pritchard, III, or
registered assigns (the "Holder"), is entitled, subject to the terms and
conditions of this Warrant, at anytime or from time to time during the Exercise
Period (as hereinafter defined), to purchase up to 250,000 shares of common
stock, $0.10 par value ("Common Stock"), of VAALCO Energy, Inc. a Delaware
corporation (the "Company") (the shares of Common Stock issuable upon exercise
of this Warrant being referred to herein as the "Warrant Shares"). This Warrant
is issued in conjunction with the Employment Agreement, dated effective
September 1, 1996, between the Holder and the Company.

1. Form of Election.

The form of election to purchase shares of Common Stock (the "Form of
Election") shall be substantially as set forth in Exhibit A attached
hereto. The price per Warrant Share and the number of Warrant Shares
issuable upon exercise of this Warrant are subject to adjustment upon
the occurrence of certain events, all as hereinafter provided.

2. Exercise Period; Exercise of Warrant.

2.1 Exercise Period. Subject to the terms of this Warrant, the Holder
shall have the right, which may be exercised at any time or from
time to time during the Exercise Period, to purchase from the
Company the number of fully paid and nonassessable Warrant Shares
this Warrant at the time represents the right to purchase, and, in
the event that this Warrant is exercised in respect of fewer than
all of the Warrant Shares purchasable on such exercise, a new
warrant evidencing the remaining Warrant Shares that may be
purchased shall be signed, issued and delivered by the Company to
the Holder pursuant to the provisions of this Section 2. The term
"Exercise Period" shall mean the period commencing on the effective
date hereof and terminating at 5:00 p.m., Houston, Texas time, on
September 1, 2001.

2.2 Exercise of Warrant. This Warrant may be exercised upon surrender to
the Company at its principal office of this Warrant, together with
Form of Election duly completed and signed, and upon payment to the
Company of the Warrant Price (as defined in and determined in
accordance with the provisions of Sections 3 and 9 hereof) for the
number of Warrant Shares in respect of which this Warrant is then
exercised. Payment of the aggregate Warrant Price with respect to
the portion of this Warrant being exercised shall be made in cash,
or by certified or official bank check, payable to the order of the
Company.

Subject to Section 6 hereof, upon the surrender of this Warrant and
payment of the Warrant Price as set forth above, the Company shall
issue and cause to be delivered to the Holder or, upon the written
order of the Holder and subject to


Section 5 hereof, to and in such name or names as the Holder may
designate, a certificate or certificates for the number of full
Warrant Shares so purchased upon the exercise of this Warrant
together with cash in respect of any fractional Warrant Share
otherwise issuable upon such surrender as provided in Section 10
hereof. Such certificate or certificates shall be deemed to have
been issued and any person so designated to be named therein shall
be deemed to have become a holder of record of such Warrant Shares
as of the date of the surrender of this Warrant and payment of the
Warrant Price, as aforesaid.

3. Warrant Price.

The price per share at which Warrant Shares shall be purchasable upon
exercise of this Warrant initially shall be $5.00 and shall be subject
to adjustment pursuant to Section 9 hereof (such price as so adjusted is
referred to herein as the "Warrant Price").

4. Exchange of Warrant.

In connection with a permitted transfer in accordance with Section 5
hereof, this Warrant may be exchanged at the option of the Holder
thereof when surrendered at the principal office of the Company for
another warrant, or other warrants of different denominations, of like
tenor and representing in the aggregate the right to purchase a like
number of Warrant Shares as this Warrant then entitles such Holder to
purchase. Any Holder desiring to exchange this Warrant shall make such
request in writing delivered to the Company, and shall surrender this
Warrant. Thereupon the Company shall sign and deliver to the person
entitled thereto a new warrant or warrants, as the case may be, as so
requested.

5. No Registration of Warrant; Restriction on Transfer.

This Warrant may not be transferred to any person other than a person
who controls or is controlled by or is under common control with the
Holder, unless the Company consents in writing to such transfer, and any
such transfer shall be subject to all restrictions contained in this
Section 5. "Control" and any such transfer means the power to direct or
cause the direction of the management and policies of such person
whether by voting control, contract or otherwise. Prior to any such
permitted transfer, the Holder will cause the transferee to execute and
deliver to the Company an instrument, in form and substance satisfactory
to the Company, binding such transferee to the terms and conditions of
this Warrant.

This Warrant and the Warrant Shares have not been registered under the
Securities Act of 1933, as amended (the "Act"), or any applicable state
securities laws. The Holder, by acceptance hereof, agrees that this
Warrant has been, and upon exercise hereof any Warrant Shares will be,
acquired for investment and not with a view to distribution or resale
and, in addition to other restrictions on transfer contained herein, may
not be transferred without an effective registration statement for this
Warrant or the Warrant Shares under the Act and applicable state
securities laws or an opinion of counsel satisfactory to the Company
that registration is not required thereunder. Unless registered, any
Warrant Shares shall bear the following legend:

The securities represented by this certificate have not been
registered under the Securities Act of 1933 or the laws of any state
and may not be

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transferred in the absence of (a) an effective registration
statement for the securities under the Securities Act of 1933 and
applicable state laws or (b) an opinion of counsel satisfactory to
the Company that such registration is not required. The securities
represented by this certificate are also subject to certain other
restrictions on transfer pursuant to the terms of that certain Stock
Purchase Warrant to Purchase Shares of Common Stock of VAALCO
Energy, Inc. (No. W-003), dated effective September 1, 1996. Copies
of such agreement may be obtained upon written request to the
Secretary of the Company.

The Holder has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of the
investment involved in the purchase of the Warrant. The Holder has been
advised by the Company (i) of the applicable limitations upon the resale
of the Warrant and the Warrant Shares, including the restrictions on
transfer contained in this Section 5, (ii) that the Warrant is not and
the Warrant Shares are not registered under the Act and must be held
indefinitely unless the Warrant or the Warrant Shares, as the case may
be, are subsequently registered under the Act or an exemption from
registration is available, (iii) that any routine sale of the Warrant or
the Warrant Shares made in reliance upon Rule 144 as promulgated under
the Act ("Rule 144") can be made only after the Warrant or the Warrant
Shares, as the case may be, have been held at least two years and only
in limited amounts in accordance with the terms and conditions of Rule
144 and at times when Rule 144 is available, and (iv) that the
availability of Rule 144 for sales of the Warrant or the Warrant Shares
is dependent, among other factors, on matters not within the control of
the Holder. The Holder represents that it is fully familiar with the
circumstances under which it is required to hold the Warrant and the
Warrants Shares and the limitations upon the transfer or the disposition
thereof. The Holder acknowledges that the Company is relying upon the
truth and accuracy of the foregoing representations and warranties in
issuing the Warrant to the Holder.

The Holder understands that the transfer agent for the Common Stock will
be instructed to place a stop transfer notation in the stock records in
respect of any certificates issued by the Company representing the
Warrant Shares, and the Holder consents and agrees to the placing of
such stop transfer order.

The Holder represents that it is familiar with the business and
financial condition of the Company and acknowledges that it has been
afforded the opportunity to obtain any additional information, including
the opportunity to ask questions of and receive answers, from officers
and representatives of the Company. The Holder acknowledges that it has
requested and received all information regarding the Company that the
Holder deems relevant to its investigation of the Company, including but
not limited to certain reports filed by the Company with the Securities
and Exchange Commission, and has made such inspections of the Company
and its facilities and records, and has consulted with the Company's
officers, employees, attorneys and agents for the purpose of determining
the accuracy of the representations and warranties and the compliance
with the covenants made herein by the Company to the extent it deems
appropriate.

The Company shall not be required to register this Warrant or the
Warrant Shares under the Act or under any state laws.

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6. Payment of Taxes.

The Company will pay when due and payable any and all U.S. federal and
state transfer taxes and charges that may be payable in respect of the
issuance or delivery to the Holder of this Warrant or of any Warrant
Shares upon the exercise of this Warrant. The Company shall not,
however, be required to pay any transfer tax that may be payable in
respect of any transfer involved in the transfer or delivery of this
Warrant or the issuance or delivery of certificates for Warrant Shares
in the name other than that of the Holder or to issue or deliver any
certificates for Warrant Shares upon the exercise of this Warrant until
such tax shall have been paid (any such tax being payable by the Holder
at the time of surrender) or until it has been established to the
Company's satisfaction that no such tax is due.

7. Mutilated or Missing Warrant

In case this Warrant shall be mutilated, lost, stolen or destroyed, the
Company may, in its discretion, execute, issue and deliver in exchange
and substitution for and upon cancellation of the mutilated Warrant, or
in lieu of and substitution for the Warrant lost, stolen or destroyed, a
new warrant of like tenor and representing an equivalent right or
interest; but only upon receipt of evidence satisfactory to the Company
of such loss, theft or destruction of this Warrant and indemnity, if
requested, satisfactory to the Company. The Holder requesting such a
substitute warrant shall also comply with such other reasonable
regulations and pay such other reasonable charges as the Company may
prescribe.

8. Reservation of Warrant Shares; Purchase of Warrant by the Company.

8.1 Reservation of Warrant Shares. The Company shall at all times
reserve for issuance from its authorized and unissued shares of
Common Stock (i) the number of shares of Common Stock needed for
issuance upon the exercise of this Warrant plus (ii) the number of
shares of Common Stock required to be reserved for all other
purposes. The Company covenants that all shares of Common Stock
issuable as herein provided shall, when so issued, be duly and
validly issued, fully paid and nonassessable, and free from all
taxes, liens and charges with respect thereto.

8.2 Purchase of Warrant by the Company. The Company shall not be
prohibited, except as limited by law or any other agreement, from
offering to purchase, purchasing or otherwise acquiring this Warrant
from any holder thereof at such times, in such manner and for such
consideration as the Company and such holder may agree to.

8.3 Cancellation of Purchased or Acquired Warrant If the Company shall
purchase or otherwise acquire this Warrant, the same shall thereupon
be canceled and retired.

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9. Adjustment of Warrant Price and Number of Warrant Shares.

The number and kind of securities purchasable upon the exercise of this
Warrant and the Warrant Price shall be subject to adjustment from time
to time upon the happening of certain events, as hereinafter defined.

9.1 Mechanical Adjustments. The number of Warrant Shares purchasable
upon the exercise of this Warrant and the Warrant Price shall be subject
to adjustment as follows:

(a) If the Company shall at any time after the date of this Warrant
(i) pay a dividend in shares of Common Stock or make a
distribution in shares of Common Stock, (ii) subdivide its
outstanding shares of Common Stock, (iii) combine its
outstanding shares, of Common Stock into a smaller number of
shares of Common Stock or (iv) issue by reclassification of its
shares of Common Stock other securities of the Company
(including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing
corporation), then the number of Warrant Shares purchasable
upon exercise of this Warrant immediately prior thereto shall
be adjusted so that the Holder shall be entitled to receive the
kind and number of Warrant Shares or other securities of the
Company that the Holder would have owned or have been entitled
to receive after the happening of any of the events described
above, had this Warrant been exercised immediately prior to the
happening of such event or any record date with respect
thereto. An adjustment made pursuant to this Section 9.1 (a)
shall become effective immediately after the effective date of
such event retroactive to the record date, if any, for such
event.

(b) If the Company shall issue rights, options or warrants to all
holders of its outstanding shares of Common Stock, entitling
them (for a period expiring within 45 days after the record
date for the determination of stockholders entitled to receive
such rights, options or warrants) to subscribe for or purchase
shares of Common Stock (or securities exchangeable for or
convertible into shares of Common Stock) at a price per share
of Common Stock (or having an exchange or conversion price per
share of Common Stock, with respect to a security exchangeable
for or convertible into shares of Common Stock) that is less
than the current Warrant Price on such record date, then the
Warrant Price shall be adjusted by multiplying the Warrant
Price in effect immediately prior to such record date by a
fraction, the numerator of which shall be the number of shares
of Common Stock outstanding on such record date plus the number
of shares of Common Stock that the aggregate offering price of
the total number of shares of Common Stock so to be offered (or
the aggregate initial exchange or conversion price of the
exchangeable or convertible securities so to be offered) would
purchase at such current Warrant Price on such record date and
the denominator of which shall be the number of shares of
Common Stock outstanding on such record date plus the number of
additional shares of Common Stock to be offered for
subscription or purchase (or into which the exchangeable or
convertible securities so to be offered are initially
exchangeable or convertible). Such adjustment shall become
effective at the close of business on such record date;
however, to the extent that shares of Common Stock (or
securities exchangeable for or convertible into shares of
Common Stock)

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are not delivered after the expiration of such rights, options
or warrants in accordance with their respective terms, the
Warrant Price shall be readjusted (but only with regard to that
portion of this Warrant exercised after such expiration) to the
Warrant Price that would then be in effect had the adjustment
made upon the issuance of such rights, options or warrants been
made upon the basis of delivery of only the number of shares of
Common Stock (or securities exchangeable for or convertible
into shares of Common Stock) actually issued. In case any
subscription price may be paid in a consideration part or all
of which shall be in a form other than cash, the value of such
consideration shall be as determined by the Board of Directors
of the Company, whose determination shall be conclusive. Shares
of Common Stock owned by or held for the account of the Company
shall be deemed outstanding of the purpose of any such
computation.

(c) If the Company shall distribute to all holders of shares of
Common Stock (including any such distribution made in
connection with a consolidation or merger in which the Company
is the surviving corporation) evidences of its indebtedness or
assets (other than cash dividends and distributions payable out
of consolidated retained earnings and dividends or
distributions payable in shares of stock as described in
Section 9.1(a) above), or rights, options, warrants or
exchangeable or convertible securities containing the right to
subscribe for or purchase shares of Common Stock (excluding
those expiring within 45 days after the record date mentioned
in Section 9.1(b) above), then in each case the Warrant Price
shall be adjusted by multiplying the Warrant Price in effect
immediately prior to the record date for the determination of
stockholders entitled to receive such distribution by a
fraction, the numerator of which shall be the current Warrant
Price on such record date, less the fair market value (as
determined by the Board of Directors of the Company, whose
determination shall be conclusive) of the portion of the
evidences of indebtedness or assets so to be distributed
applicable to one share of Common Stock and the denominator of
which shall be such current Warrant Price. Such adjustment
shall be made whenever any such distribution is made, and shall
become effective on the date of distribution retroactive to the
record date for the determination of stockholders entitled to
receive such distribution.

(d) If the Company shall sell and issue shares of Common Stock, or
rights, options, warrants or convertible or exchangeable
securities containing the right to subscribe for or purchase
shares of Common Stock (excluding (i) shares, rights, options,
warrants or convertible or exchangeable securities issued in
any of the transactions described in Sections 9.1(a), 9.1(b),
or 9.1(c) above, (ii) stock options or warrants granted or to
be granted to employees or directors of the Company and shares
issuable upon exercise of such options or warrants, (iii) the
Warrant Shares, (iv) shares issuable upon exercise of rights,
options or warrants or conversion or exchange of convertible or
exchangeable securities issued or sold under circumstances
causing an adjustment pursuant to this Section 9.1 (d), (v)
shares issued to stockholders of any corporation that is
acquired by, merged into or becomes part of the

6


Company or a subsidiary of the Company in an arm's length
transaction between the Company and an unaffiliated third party
in proportion to their stock holdings of such corporation
immediately prior to such merger, upon such merger or (vi)
shares issuable upon exercise of rights, options, warrants or
conversion or exchange of convertible or exchangeable
securities outstanding on the date hereof) at a price per share
of Common Stock (determined, in the case of such rights,
options, warrants or convertible or exchangeable securities, by
dividing (i) the total amount received or receivable by the
Company in consideration of the sale and issuance of such
rights, options, warrants or convertible or exchangeable
securities, plus the total consideration payable to the Company
upon exercise or conversion or exchange thereof, by (ii) the
total number of shares of Common Stock covered by such rights,
warrants or convertible or exchangeable securities, lower than
the then current Warrant Price in effect on the date the
Company fixes the offering price (or exercise price, option
price or conversion price, as the case may be) per share of
such Common Stock, then the Warrant Price with respect to this
Warrant shall be reduced to a price determined by multiplying
the Warrant Price in effect immediately prior thereto by a
fraction, the numerator of which shall be an amount equal to
the sum of (A) the number of shares of Common Stock outstanding
immediately prior to such sale and issuance plus (B) the number
of shares of Common Stock that the aggregate consideration
received (determined as provided below) for such sale or
issuance would purchase at such current Warrant Price per
share, and the denominator of which shall be the total number
of shares of Common Stock to be outstanding immediately after
such sale and issuance. Such adjustment shall be made
successively whenever such an issuance is made; however, to the
extent that shares of Common Stock are not delivered after the
expiration of such rights, options, warrants or convertible or
exchangeable securities in accordance with their respective
terms, the Warrant Price shall be readjusted (but only with
regard to that portion of this Warrant exercised after such
expiration) to the Warrant Price that would then be in effect
had the adjustment made upon the issuance of such rights,
options, warrants or convertible or exchangeable securities
been made upon the basis of delivery of only the number of
shares of Common Stock actually issued. For the purposes of
such adjustments, the shares of Common Stock that the holder of
any such rights, options, warrants or convertible or
exchangeable securities shall be entitled to subscribe for or
purchase shall be deemed to be issued and outstanding as of the
date of such sale and issuance and the consideration received
by the Company therefor shall be deemed to be the consideration
received by the Company for such rights, options, warrants or
convertible or exchangeable securities, plus the consideration
or premiums stated in such rights, options, warrants or
convertible or exchangeable securities to be paid for the
shares of Common Stock covered thereby. In case the Company
shall sell and issue shares of Common Stock, or rights,
options, warrants or convertible or exchangeable securities
containing the right to subscribe for or purchase shares of
Common Stock, for a consideration consisting, in whole or in
part, of property other than cash or its equivalent, then in
determining the "price per share of Common Stock" and the

7


"consideration received by the Company" for the purposes of the
first sentence of this Section 9.1(d), the Board of Directors
shall determine, in its discretion, the fair value of such
property, and all such determinations shall be conclusive and
binding upon the Holder.

(e) No adjustment in the Warrant Price shall be required unless
such adjustment would require an increase or decrease of at
least one percent or more in the Warrant Price or in the number
of Warrant Shares purchasable upon exercise of this Warrant;
provided, however, that any adjustments that by reason of this
Section 9.1 (e) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment.
All calculations under this Section 9.1 shall be made to the
nearest one-tenth of one cent or to the nearest one-hundredth
of a share, as the case may be.

(f) Upon each adjustment of the Warrant Price as a result of the
calculations made in Sections 9.1(b), 9.1(c), or 9.1(d) above,
this Warrant shall thereafter evidence the right to purchase,
at the adjusted Warrant Price, that number of Warrant Shares
(calculated to the nearest hundredth) obtained by (i)
multiplying the number of shares of Common Stock purchasable
upon exercise of this Warrant prior to adjustment by the
Warrant Price in effect prior to adjustment of the Warrant
Price and (ii) dividing the product so obtained by the Warrant
Price in effect after such adjustment of the Warrant Price.

(g) In case of any capital reorganization of the Company or of any
reclassification or change of the shares of Common Stock (other
than a reclassification or change of the shares of Common Stock
referred to in Section 9.1 (a) above and other than a change in
par value, or from par value to no par value, or from no par
value to par value,) or in case of the consolidation of the
Company with, or the merger of the Company with, or merger of
the Company into, any other corporation (other than a
reclassification of the shares of Common Stock referred to in
Section 9.1(a) above or a consolidation or merger that does not
result in any reclassification or change of the outstanding
shares of Common Stock) or of the sale of the properties and
assets of the Company as, or substantially as, an entirety to
any other corporation or entity, this Warrant shall after such
capital reorganization, reclassification of shares of Common
Stock, consolidation, merger or sale be exercisable, upon the
terms and conditions specified in this Warrant, for the number
of shares or other securities, assets or cash to which a holder
of the number of shares of Common Stock purchasable (at the
time of such capital reorganization, reclassification of shares
of Common Stock, consolidation, merger or sale) upon exercise
of this Warrant would have been entitled upon such capital
reorganization, reclassification of shares of Common Stock,
consolidation, merger or sale; and in any such case, if
necessary, the provisions set forth in this Section 9.1 with
respect to the right and interests thereafter of the Holder
shall be appropriately adjusted so as to be applicable, as
nearly as may reasonably be possible, to any shares or other
securities, assets or cash thereafter deliverable on the
exercise of this Warrant. The subdivision or combination of
shares of

8


Common Stock at any time outstanding into a greater or lesser
number of shares shall not be deemed to be a reclassification
of the shares of Common Stock for the purposes of this Section
9.1(g). The Company shall not effect any such consolidation,
merger or sale unless prior to or simultaneously with the
consummation thereof, the successor corporation or entity (if
other than the Company) resulting from such consolidation or
merger, or the corporation or entity purchasing such assets, or
other appropriate corporation or entity shall execute and
deliver to the Holder a supplemental agreement to this Warrant,
in form reasonable acceptable to the Holder, in which such
other entity shall assume the obligation to deliver to the
Holder such shares, securities, assets or cash as, in
accordance with the foregoing provisions, the Holder may be
entitled to purchase and all other obligations under this
Warrant, including, but not limited to, similar application of
the provisions of this Section 9.1 to any successive
reclassifications, changes, consolidations, mergers, sales or
transfers.

(h) If at any time, as a result of an adjustment made pursuant to
this Section 9.1, the Holder shall become entitled to purchase
any shares or securities of the Company other than the shares
of Common Stock, thereafter the number of such other shares or
securities so purchasable upon exercise of this Warrant and the
Warrant Price for such shares or securities shall be subject to
adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the
shares of Common Stock contained in Sections 9.1 (a) through
9.1(g), inclusive, above and the provisions of Sections 2, 3,
6, 7, 8 and 10 hereof with respect to the shares of Common
Stock shall apply on like terms to any such other shares.

(i) In any case in which this Section 9.1 shall require that an
adjustment in the Warrant Price be made effective as of a
record date for a specified event, the Company may elect to
defer, until the occurrence of such event, issuing to the
Holder of any portion of this Warrant exercised after such
record date the shares of Common Stock, if any, issuable upon
such exercise over and above the shares of Common Stock, if
any, issuable upon such exercise on the basis of the Warrant
Price in effect prior to such adjustment; provided, however,
that the Company shall deliver as soon as practicable to the
Holder a due bill or other appropriate instrument, in form
acceptable to the Holder, evidencing the Holder's right to
receive such additional shares of Common Stock upon the
occurrence of the event requiring such adjustment.

9.2 Voluntary Adjustment by the Company. The Company may at its option,
at any time during the term of this Warrant, reduce the then
current Warrant Price to any amount deemed appropriate by the Board
of Directors of the Company.

9.3 No Adjustment for Dividends. Except as provided in Section 9.1
hereof, no adjustment in respect of any dividends shall be made
during the term of this Warrant or upon the exercise of this
Warrant.

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9.4 Statement on Warrant. Irrespective of any adjustment in the
Warrant Price with respect to this Warrant or the number or kind
of shares purchasable upon the exercise of this Warrant, warrants
theretofore or thereafter issued may continue to express the same
price and number and kind of shares as are stated in this Warrant.

10. Fractional Interest.

The Company shall not be required to issue fractional Warrant Shares on
the exercise of this Warrant. If any fraction of a Warrant Share would,
except for the provisions of this Section 10, be issuable on the
exercise of this Warrant (or specified portion thereof), the Company
shall pay an amount in cash equal to the Warrant Price multiplied by
such fraction.

11. No Rights as Stockholders; Notice to Holder.

Nothing contained in this Warrant shall be construed as conferring upon
the Holder the right to vote or to receive dividends or to consent to
or receive notice as a stockholder in respect of any meeting of
stockholders for the election of directors of the Company or any other
matter, or any rights whatsoever as a stockholder of the Company. If,
however, at any time during the Exercise Period:

(a) the Company shall declare any dividend payable in any securities
upon shares of Common Stock or make any distribution (other than a
cash dividend or a dividend payable in additional shares of Common
Stock) to the holder of shares of Common Stock;

(b) the Company shall offer to the holder of shares of Common Stock any
additional shares of Common Stock or securities convertible into
shares of Common Stock or any right to subscribe to shares of
Common Stock or securities convertible or exchangeable into shares
of Common Stock; or

(c) a dissolution, liquidation or winding up of the Company (other than
in connection with a consolidation, merger or sale of all or
substantially all of its property, assets and business as an
entirety) shall be proposed;

then in any one or more of such events, the Company shall give notice
in writing of such event to the Holder as provided in Section 12 hereof
at least 10 days prior to the date fixed as a record date or the date
of closing the transfer books for the determination of the stockholders
entitled to such dividend, distribution or subscription rights, or for
the determination of stockholders entitled to vote on such proposed
dissolution, liquidation or winding up. Such notice shall specify such
record date or date of the closing of the transfer books, as the case
may be. Failure to mail such notice or any defect therein or in the
mailing thereof shall not affect the validity of any action taken in
connection with such dividend, distribution or subscription rights, or
proposed dissolution, liquidation or winding up.

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12. Notices.

All notices, requests, consents and other communication hereunder shall
be in writing and shall be deemed to have been made when delivered or
mailed first class, postage prepaid, or delivered to the telegraph
office:

(i) if to the Holder at:

William E. Pritchard, III
6465 Overton Street
Baton Rouge, Louisiana 70808


(ii) if to the Company at:

4600 Post Oak Place, Suite 309
Houston, Texas 77027
Attention: Corporate Secretary

or to such other address or addresses as the Holder or the Company may
designate from time to time for itself by a notice pursuant hereto.

13. Successors

All the covenants and provisions of this Warrant by or for the benefit
of the Company or the Holder shall bind and inure to the benefit of
their respective successors and assigns hereunder.

14. Applicable Law

This Warrant shall be governed by and construed in accordance with the
laws of the State of Texas.

15. Benefits of Warrant.

Nothing in this Warrant shall give or be construed to give any person
or corporation other than the Company and the Holder any legal or
equitable right, remedy or claim under this Warrant. This Warrant shall
be for the sole and exclusive benefit of the Company and the Holder.

16. Captions

The captions of the sections of this Warrant have been inserted for
convenience only and shall have no substantive effect.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as
of this ________ day of _______________, but effective as of September 1, 1996.

VAALCO Energy, Inc.


By: ___________________________
CHARLES W. ALCORN, JR.
CHAIRMAN AND CEO

ATTEST:

_________________________
GAYLA M. CUTRER
SECRETARY AGREED AND ACCEPTED


_______________________________
WILLIAM E. PRITCHARD, III

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Exhibit A

ELECTION FORM

To be Executed by the Registered Holder
To Exercise Warrant

VAALCO ENERGY, INC.

The undersigned registered holder hereby exercises the right to purchase
_____________________ shares of common stock covered by this Warrant according
to the conditions thereof and herewith makes payment of the Warrant Price of
such shares in full. By the execution and delivery hereof, the undersigned
represents and warrants that the common stock being acquired hereby is being
acquired by the undersigned for its own account and not with a view to, or for
resale in connection with, any distribution thereof.

___________________________
WILLIAM E. PRITCHARD, III


Dated: _____________.

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