
                              AMENDED AND RESTATED
                             VOTING TRUST AGREEMENT



        THIS  AGREEMENT  made  effective  as of the  17th day of June, 1996.


A M O N G:

                           EUGENE A. SOLTERO and JAMES
                           E. HOGUE, of the State of Texas

                           (hereinafter called "Proxyholders")

                           OF THE FIRST PART
                           - and -

                           WILTEX EASTERN RESOURCE
                           COMPANY, a corporation formed
                           pursuant to the laws of the State of Texas

                           (hereinafter called "Wiltex")


                           OF THE SECOND PART
                           - and -

                           PINNACLE REEF LIMITED
                           PARTNERSHIP, a limited partnership
                           formed pursuant to the laws of the State of
                           Nevada

                           (hereinafter called "Pinnacle")

                           OF THE THIRD PART
                           - and -

                           SO. ALABAMA EXPLORATION
                           LIMITED PARTNERSHIP, a limited
                           partnership formed pursuant to the laws of
                           the State of Nevada

                           (hereinafter called "SO. Alabama")


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                                                     - 2 -

                           OF THE FOURTH PART


                           - and -

                           HIBERNIA MANAGEMENT
                           COMPANY, a corporation formed
                           pursuant to the laws of the State of
                           Nevada

                           (hereinafter called "Hibernia")


                           OF THE FIFTH PART


                           - and -

                           ALBERTSON FAMILY LIMITED
                           PARTNERSHIP, a limited partnership
                           formed pursuant to the laws of the State of
                           Texas

                           (hereinafter called "Albertson")


                           OF THE SIXTH PART
                           - and -

                           JAMESON FAMILY LIMITED
                           PARTNERSHIP, a limited partnership
                           formed pursuant to the laws of the State of
                           Texas


                           (hereinafter called "Jameson")


                           OF THE SEVENTH PART
                           - and -

                           WILKERSTEAD THRUST
                           COMPANY, a corporation formed

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                                                     - 3 -

                           pursuant to the laws of the laws of
                           Gibraltar

                           (hereinafter called "Wilkerstead")

                           OF THE EIGHTH PART
                           - and -

                           BROWNSTOWE PARTNERS, LTD.,
                           a corporation formed pursuant to the laws
                           of the laws of Gibraltar

                           (hereinafter called "Brownstowe")

                           OF THE NINTH PART
                           -and-

                           HALEY MANAGEMENT COMPANY,
                           a corporation formed pursuant to the laws
                           of the state of Texas

                           (hereinafter called "Haley")

                           OF THE TENTH PART



                  WHEREAS  the  parties  hereto  other  than  the   Proxyholders
(collectively,  the  "Property  Contributors")  are the  registered  holders  of
3,481,732 common shares (the "Property  Contributors' Shares") in the capital of
Cotton Valley Energy  Limited  (Cotton  Valley Energy Limited and its successors
are hereinafter referred to as "Cotton Valley");

                  AND WHEREAS the Property  Contributors have been granted Class
A Warrants (the "Property  Contributors'  Warrants") to purchase an aggregate of
up to 518,345 common shares in the capital of Cotton Valley;


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                                                     - 4 -

                  AND WHEREAS the  Property  Contributors  pursuant to the terms
and  conditions  of this  Agreement  wish to  provide to the  Proxyholders  duly
completed  Powers of Attorney to vote  according to the terms and  conditions of
this Voting Trust Agreement;

                  NOW THEREFORE THIS AGREEMENT WITNESSES THAT for good and
valuable  consideration mutually given and received, the receipt and sufficiency
whereof is hereby acknowledged, the parties hereto hereby agree as follows:

1. Voting Trust:  Contemporaneously with the signing of this Agreement,  each of
the Property  Contributors  hereby agree to deposit with the Proxyholders Powers
of Attorney substantially in the form attached hereto as Schedule "A", providing
to the  Proxyholders  the  unrestricted  right  to vote the  shares  held by the
Property Contributors  (collectively,  the "Proxy Shares"). Any shares of Cotton
Valley hereinafter acquired by any of the Property  Contributors pursuant to the
exercise of the Property Contributors' Warrants or pursuant to paragraphs 4 or 5
hereof, shall form part of the Proxy Shares. Where the context permits, the term
"Proxy Shares" shall include all  additional  shares of Cotton Valley here after
acquired  by any of the  Property  Contributors  and  which are  subject  to the
Proxyholders' voting power pursuant to the provisions of this paragraph 1.

2.  Representations  and  Warranties of the Property  Contributors:  Each of the
Property  Contributors  hereby  jointly and  severally  represent and warrant as
follows and hereby  acknowledge and agree that the  Proxyholders  are relying on
such  representations and warranties in connection with the entering into by the
Proxyholders of this Agreement:

         (a)      each of the  Property  Contributors  has good  and  sufficient
                  power,  authority  and right to enter  into and  deliver  this
                  Agreement  and the  execution by any Property  Contributor  of
                  this  Agreement  does not constitute a violation of applicable
                  law or a  violation  of any  contract or other  instrument  to
                  which a Property Contributor is a party;

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                                                     - 5 -


          (b)  Each of the Property  Contributors has the power and authority to
               enter into this Agreement on behalf of each  respective  Property
               Contributor;

         (c)      other than the Property  Contributors' Shares and the Property
                  Contributors'  Warrants, as of the date of this Agreement,  no
                  Property  Contributor  owns any  other  securities  of  Cotton
                  Valley; and

         (d)      the  Property  Contributors  own  the  Property  Contributors'
                  Shares free and clear of any and all claims,  liens,  security
                  interests and  encumbrances  whatsoever  and no person has any
                  agreement or option or right  capable of becoming an agreement
                  for the purchase of any of the Property Contributors' Shares.

3.  Covenant of the Property  Contributors:  Each of the  Property  Contributors
hereby  covenants and agrees that during the term of this  Agreement no Property
Contributor shall sell, transfer,  assign,  pledge,  mortgage,  charge, create a
security  interest  in,  hypothecate,  enter into any  agreement or option to or
otherwise  dispose  of,  encumber or deal with any of the  securities  of Cotton
Valley  held by any such  Property  Contributor  other than as  provided  for in
paragraph 6 hereof; and

4.  Corporate  Reorganization:  If at any  time  during  the  currency  of  this
Agreement,   as  a  result   of  a   subdivision,   consolidation,   redivision,
amalgamation,  reclassification  or other  alteration  of the share  capital  of
Cotton  Valley,  the  Property  Contributors'  Shares  subject  to the  Power of
Attorney provided to the Proxyholders  hereunder shall be amended to provide for
such  event,  and the  Proxyholders  shall be  entitled  to vote such  shares in
accordance with the provisions of this Agreement.

5. Acquisition of Additional Securities:  For greater certainty,  forthwith upon
the receipt by any Property  Contributor of any additional  securities of Cotton
Valley at any time and

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                                                     - 6 -

from time to time during the term of this Agreement  pursuant to the exercise of
the Property Contributors' Warrants or by way of dividend in connection with the
Property  Contributors'  Shares,  or upon a  reorganization  of Cotton Valley as
contemplated in paragraph 4 hereof,  such additional  securities shall forthwith
become subject to the provisions of this Agreement,  and the  Proxyholder  shall
vote such securities in accordance herewith.

6. Transfer of Shares by Property  Contributors:  Notwithstanding any provisions
of this Agreement to the contrary,  each Property  Contributor  may transfer any
shares held by it in the capital of Cotton  Valley  upon  written  notice to the
Proxyholders.  Upon any transfer in accordance with this Agreement, the Power of
Attorney  in respect of such Proxy  Shares  shall  immediately  be of no further
force or  effect,  except if such  transfer  is by a Property  Contributor  to a
related  party or an  affiliate,  in  which  case the  Power of  Attorney  shall
continue in full force and effect.

7. Term of  Agreement:  The term of this  Agreement  shall  commence on the date
first written above and shall terminate and be of no further force and effect on
January 1, 2001 or such earlier date as determined by the  Proxyholders in their
sole discretion.

8. Divisable  Interest:  Each of the Proxyholders holds a 50% undivided interest
in and to this  Agreement.  Either  Proxyholder  may, upon written notice to the
other Proxyholder and the Property  Contributors  convert his undivided interest
in this  Agreement  to a  separate  agreement  with  the  Property  Contributors
covering one-half of the Proxy Shares.

9.  Enurement:  Subject to paragraph 8 hereof,  the terms and provisions of this
Agreement  shall  be  binding  upon  and  shall  enure  to  the  benefit  of the
Proxyholders,  the Property Contributors and their respective heirs,  executors,
successors, assigns and legal representatives.

10. Further Assurances: The parties hereto covenant and agree to sign such other
papers, cause such meetings to be held,  resolutions passed and by-laws enacted,
exercise their

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                                                     - 7 -

vote and  influence,  do and  perform  and cause to be done and  performed  such
further and other acts and things as may be  necessary  or desirable in order to
give full effect to this Agreement at every part hereof.

11. Notices: Any notice or other communication which may be or is required to be
given or made  pursuant  to this  Agreement  may be given in writing by personal
delivery,  by registered  mail,  postage  prepaid or by telecopier  addressed as
follows:

         (a)      to the Proxyholders at:
                  8350 North Central Expressway, Suite M-2030
                  Dallas, Texas
                  75206, U.S.A.

                  Telecopier:  (214) 363-4294

         (b)      to the Property Contributors at:

                  c/o William H. Avery, Attorney
                  2707 Hibernia Street
                  Dallas, Texas 75204, USA
                  Telecopier: 214-720-0039

or at such other  address as may be given by any of them to the other in writing
from time to time. Any notice or other  communication given by mail as aforesaid
shall be deemed to have been received on the fourth (4th) day following the date
of mailing such notice or other communication. Any notice or other communication
delivered  or sent by  telecopier  as  aforesaid  shall be  deemed  to have been
received on the date on which such notice or document  was  delivered or sent by
telecopier.  If a notice or other  communication  shall have been  mailed and if
regular mail service shall be interrupted by strike or other irregularity before
the deemed  receipt of such  notice as  aforesaid,  such  notice  shall,  unless
earlier actually  received,  be deemed to have been received on the fourth (4th)
day following the resumption of normal mail service.


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                                                     - 8 -

12. Entire Agreement: This Agreement shall constitute the entire Agreement among
the parties hereto,  and replaces all prior  agreements among any of the parties
hereto, with respect to all of the matters herein contained.  This agreement may
be signed in counterpart.

13. No Amendments: This Agreement shall not be amended except by a memorandum in
writing signed by each of the parties hereto.

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


SIGNED, SEALED AND DELIVERED       )
                                   )        --------------------------------
                                   )                 James E. Hogue
                                   )
                                   )        -------------------------------
                                   )                 Eugene Soltero
                                   )

WILTEX EASTERN RESOURCE                     PINNACLE REEF LIMITED
COMPANY                                     PARTNERSHIP, By Hibernia
                                            Management Company, General Partner


Per:                                        Per:



SOUTH ALABAMA EXPLORATION                         HIBERNIA MANAGEMENT
LIMITED PARTNERSHIP, By Hibernia                  COMPANY
Management Company, General Partner


Per:                                              Per:






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                                                     - 9 -
BROWNSTOWE PARTNERS LTD                    ALBERTSON FAMILY LIMITED
                                           PARTNERSHIP BY Rose Walker
                                           Management Company, General Partner


Per:                                       Per:



JAMESON FAMILY LIMITED                     WILKERSTEAD THRUST COMPANY
PARTNERSHIP By Jameson Capital, Inc.,
General Partner


Per:                                       Per:


HALEY MANAGEMENT COMPANY



Per: ______________________________



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