EXHIBIT D



                                                             SHELL LOAN PURCHASE

                                                              AND SALE AGREEMENT







--------------------------------------------------------------------------------







                                DATED 3 MAY 2002





                                     Between





                               SHELL CAPITAL INC.





                                 (the "SELLER")







                                       and





                     CENTRAL ASIAN INDUSTRIAL HOLDINGS N.V.





                                  (the "BUYER")

                    -----------------------------------------





                           SALE AND PURCHASE AGREEMENT





                               relating to debt in

                            Chaparral Resources, Inc.





                   ------------------------------------------



                                  WHITE & CASE

                                  7-11 Moorgate

                                 London EC3R 6HH

                              Tel No. 020 7600 7300

                              Fax No. 020 7600 7030



<PAGE>

         THIS SALE AND PURCHASE AGREEMENT is dated 3 May 2002 between:



(1)      SHELL CAPITAL INC., (the "SELLER"); and





(2)      CENTRAL ASIAN INDUSTRIAL HOLDINGS N.V., (the "BUYER").





WHEREAS the Seller wishes to sell the Transferred Assets and the Buyer wishes to

buy the Transferred Assets and assume the Transferred Obligations.





IT IS AGREED:





INTERPRETATION



Definitions



         Terms defined in the Loan Agreement (as defined below) and not

         otherwise defined in this Agreement shall have the same meanings when

         used in this Agreement and the following expressions shall have the

         following meanings:





         "ACCRUED INTEREST" means the aggregate amount of outstanding interest

         accrued and payable in respect of the Loans;





         "AGENT'S EXPENSES" means any costs, liabilities, losses, claims,

         damages and expenses incurred by the Facility Agent for which the

         Facility Agent has recourse under the Finance Documents to the Seller

         and/or the Buyer to the extent such recourse is attributable to the

         Transferred Assets and/or Transferred Obligations;





         "BORROWER" means Chaparral Resources, Inc.;





         "BUSINESS DAY" means a day (other than a Saturday or Sunday) on which

         banks in London and New York are open for a full range of banking

         business;





         "CAP(G)" means Central Asian Petroleum (Guernsey) Limited;





         "CAP(G) PREFERENCE SHARE" means the "B" preference share with nominal

         value of $1 in the capital of Central Asian Petroleum (Guernsey)

         Limited;





         "COMPLETION" shall have the meaning given to such item in Clause 3.1;





<PAGE>



         "COMPLETION DATE" means (i) 7 May 2002, or (ii) if either party so

         elects, 10 May 2002 or (iii) such other date as the parties may agree,

         but in any event no later than 31 May 2002, and in any case, provided

         that on such date each of the conditions set out in Clause 2.4 have

         been satisfied;





         "CONSIDERATION" means the amount payable for the Transferred Assets set

         out in the Pricing Letter;





         "DISCLOSURE LETTER" means the letter dated 3 May 2002 from the Seller

         to the Buyer;





         "DISTRIBUTION(S)" means any payment(s) from the Borrower of principal,

         interest, fees, commissions, dividends or other amounts or property

         deriving from the Transferred Assets, excluding, however, the Partial

         Repayment Amount;





         "DOLLARS" means the lawful currency of the United States of America for

         the time being;





         "EQUITY TRANSACTION COMPLETION DATE" means the earlier of:





              the date which is six (6) months after the date of this Agreement;

              and



              the date on which the Buyer has acquired and owns shares in the

              Borrower comprising 50% or more of the voting shares of the

              Borrower;



         "FACILITY AGENT" means Shell Capital Services Limited or any successor

         Facility Agent appointed in accordance with the Loan Agreement from

         time to time;





         "FINANCE DOCUMENTS" shall have the meaning given to such term under the

         Loan Agreement;





         "GOVERNMENTAL AUTHORITY" means any international, national, regional,

         local or other governmental or quasi-governmental agency, authority,

         administration or regulatory body, arbitrator, court or other tribunal;





         "GUERNSEY LIQUIDATION" means the winding-up proceedings pending in the

         Royal Court of Guernsey (Ordinary Division) between Shell Capital

         Services Limited as applicant and Central Asian Petroleum (Guernsey)

         Limited as debtor;



         "INSOLVENCY PROCEEDINGS" means receivership, administrative

         receivership, administration, liquidation (including provisional

         liquidation), corporate voluntary arrangements, winding-up, dissolution

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