EXHIBIT 10.5

                                  RENTECH, INC.
                             2001 STOCK OPTION PLAN


                                    ARTICLE I
                            ESTABLISHMENT AND PURPOSE

         1.1 Establishment.  Rentech, Inc., a Colorado corporation  ("Company"),
hereby  establishes  a stock  option  plan  for key  employees,  directors,  and
consultants  providing  material  services to the Company,  as described herein,
which  shall be known as the  "2001  Stock  Option  Plan"  (the  "Plan").  It is
intended  that certain of the options  issued to employees  pursuant to the Plan
may constitute incentive stock options within the meaning of Section 422A of the
Internal  Revenue Code and that other options issued  pursuant to the Plan shall
constitute  nonstatutory  options.  The Board of Directors shall determine which
options  are to be  incentive  stock  options  and which are to be  nonstatutory
options and shall enter into option agreements with recipients accordingly.

         1.2  Purpose.  The  purpose  of  this  Plan is to  enhance  shareholder
investment by attracting,  retaining and motivating key employees, directors and
consultants of the Company,  and to encourage stock ownership by such persons by
providing  them with a means to acquire a proprietary  interest in the Company's
success, and to align the interests of management with those of shareholders.

                                   ARTICLE II
                                   DEFINITIONS
                                   -----------

         2.1 Definitions.  Whenever used herein,  the following terms shall have
the respective  meanings set forth below,  unless the context  clearly  requires
otherwise, and when said meaning is intended, the term shall be capitalized.

                  (a) "Board" means the Board of Directors of the Company.

                  (b)  "Code"  means  the  Internal  Revenue  Code of  1986,  as
         amended.

                  (c) "Committee"  shall mean the Committee  provided by Article
         IV hereof, which may be created at the discretion of the Board.

                  (d) "Company" means Rentech, Inc., a Colorado corporation.

                  (e)  "Consultant"  means any  person or  entity,  including  a
         Parent Corporation or a Subsidiary Corporation,  that provides services
         (other than as an Employee) to the Company,  a Parent  Corporation or a
         Subsidiary  Corporation,  and shall include a  Non-Employee  Officer or
         Non-Employee Director, as defined subsequently.

                  (f) "Date of  Exercise"  means the date the  Company  receives
         notice,  by an  Optionee,  of the  exercise  of an Option  pursuant  to
         Section 8.1 of this Plan.  Such  notice  shall  indicate  the number of
         shares of Stock the Optionee intends to exercise.

                  (g)  "Employee"  means any  person,  including  an  officer or
         director of the Company or a Subsidiary Corporation, who is employed by
         the Company or a Subsidiary Corporation.

                  (h) "Fair  Market  Value" means the fair market value of Stock
         upon which an option is granted  under  this  Plan,  determined  as the
         average of the closing bid and asked  prices of the Stock,  as reported
         by Nasdaq.


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                  (i)  "Incentive  Stock Option"  means an Option  granted under
         this Plan which is intended to qualify as an  "incentive  stock option"
         within the meaning of Section 422A of the Code.

                  (j) "Non-Employee Director" means a member of the Board who is
         not an  employee  of the  Company  at the  time an  Option  is  granted
         hereunder.

                  (k) "Non-Employee Officer" means an officer of the Company who
         is not an  employee  of the  Company  at the time an Option is  granted
         hereunder.

                  (l)  "Nonstatutory  Option" means an Option granted under this
         Plan which is not  intended  to qualify as an  incentive  stock  option
         within the meaning of Section  422A of the Code.  Nonstatutory  Options
         may be granted at such times and  subject to such  restrictions  as the
         Board shall  determine  without  conforming to the  statutory  rules of
         Section 422A of the Code applicable to incentive stock options.

                  (m)  "Option"  means the right,  granted  under this Plan,  to
         purchase  Stock of the  Company  at the  option  price for a  specified
         period of time.  For purposes of this Plan,  an Option may be either an
         Incentive Stock Option or a Nonstatutory Option.

                  (n)  "Optionee"  means an  Employee or  Consultant  holding an
         Option under the Plan.

                  (o) "Parent  Corporation"  shall have the meaning set forth in
         Section  425(e)  of the Code  with the  Company  being  treated  as the
         employer corporation for purposes of this definition.

                  (p) "Subsidiary  Corporation" shall have the meaning set forth
         in Section  425(f) of the Code with the  Company  being  treated as the
         employer corporation for purposes of this definition.

                  (q) "Significant  Shareholder" means an individual who, within
         the meaning of Section  422A(b)(6) of the Code,  owns stock  possessing
         more than ten percent of the total combined voting power of all classes
         of stock of the  Company or of any  Parent  Corporation  or  Subsidiary
         Corporation of the Company.  In determining  whether an individual is a
         Significant Shareholder, an individual shall be treated as owning stock
         owned by certain relatives of the individual and certain stock owned by
         corporations in which the individual is a shareholder,  partnerships in
         which the  individual is a partner,  and estates or trusts of which the
         individual is a  beneficiary,  all as provided in Section 425(d) of the
         Code.

                  (r)  "Stock"  means  the $.01 par  value  common  stock of the
         Company.

         2.2 Gender and Number.  Except when otherwise indicated by the context,
any masculine terminology when used in this Plan also shall include the feminine
gender, and the definition of any term herein in the singular also shall include
the plural.

                                   ARTICLE III
                          ELIGIBILITY AND PARTICIPATION
                          -----------------------------

         3.1  Eligibility  and  Participation.  All  Employees  are  eligible to
participate in this Plan and receive either or both Incentive  Stock Options and
Nonstatutory Options under the Plan. All Consultants are eligible to participate
in this Plan and receive Nonstatutory  Options hereunder.  Optionees in the Plan
shall be  selected  by the  Board,  in its sole  discretion,  from  among  those
Employees and Consultants who, in the opinion of the Board, are in a position to
contribute  materially to the Company's  continued growth and development and to
its long-term financial success.


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<PAGE>

                                   ARTICLE IV
                                 ADMINISTRATION
                                 --------------

         4.1  Administration.  The Board shall be responsible for  administering
the Plan.


                  (a)  The  Board  is  authorized  to  interpret  the  Plan;  to
         prescribe,  amend,  and rescind rules and  regulations  relating to the
         Plan; to provide for  conditions  and  assurances  deemed  necessary or
         advisable  to protect the  interests  of the  Company;  and to make all
         other  determinations  necessary or advisable for the administration of
         the Plan.  Determinations,  interpretations,  or other  actions made or
         taken by the Board,  pursuant to the provisions of this Plan,  shall be
         final and binding and conclusive for all purposes and upon all persons.

                  (b)  At  the   discretion  of  the  Board  this  Plan  may  be
         administered  by a Committee  which shall be an executive  committee of
         the Board,  consisting  of not less than two members of the Board.  The
         members of such  Committee may be directors who are eligible to receive
         Options  under this Plan,  but Options  may be granted to such  persons
         only by action of the full Board and not by action of the Committee. If
         the  Company  determines  that  grant of  Options  by the full Board to
         members of the Committee may not exempt the shares of Committee members
         from the provisions of Rule 16b-3 under the Securities  Exchange Act of
         1934, this Plan,  without further action,  hereby authorizes and grants
         options to purchase  10,000 shares each to each member of the Committee
         for each year of continuous service on the Committee,  except that, (i)
         any Committee  member,  for any year, may elect not to accept an option
         to  purchase  10,000  shares  or may elect to  accept  options  for the
         purchase of less than 10,000 shares;  and (ii) if any Committee  member
         elects,  for any year,  to receive  no option or an option to  purchase
         less than  10,000  shares for that year,  that  option  shall be deemed
         permanently waived,  shall not cumulate,  and shall not be available in
         any future year.  Such options shall be  exercisable at the fair market
         value of the Stock on the date of grant  and  shall  have the same term
         and may be exercised in installments as provided in Section 7.3 of this
         Plan.  Such Committee  shall have full power and authority,  subject to
         the limitations of the Plan and any  limitations  imposed by the Board,
         to  construe,   interpret  and   administer   this  Plan  and  to  make
         determinations  which shall be final,  conclusive  and binding upon all
         persons, including,  without limitation, the Company, the shareholders,
         the directors and any persons having any interests in any Options which
         may be granted  under this Plan,  and,  by  resolution  or  resolutions
         providing for the creation and issuance of any such Option,  to fix the
         terms upon which,  the time or times at or within which,  and the price
         or prices at which any such  shares may be  purchased  from the Company
         upon the exercise of such Option.  Such terms,  time or times and price
         or prices shall,  in every case, be consistent  with the  provisions of
         this Plan, and shall be set forth or  incorporated  by reference in the
         instrument or instruments evidencing such Option.

                  (c) If the  Committee has been  appointed,  the Board may from
         time to time remove members from, or add members to, the Committee. The
         Board  may  terminate  the  Committee  at any  time.  Vacancies  on the
         Committee,  howsoever  caused,  shall  be  filled  by  the  Board.  The
         Committee  shall select one of its members as Chairman,  and shall hold
         meetings  at such times and places as the  Chairman  may  determine.  A
         majority of the Committee at which a quorum is present, or acts reduced
         to or approved in writing by all of the members of the Committee, shall
         be the  valid  acts of the  Committee.  A  quorum  shall  consist  of a
         majority of the members of the Committee.

                  (d)  Where  the  Committee  has  been  created  by the  Board,
         references  in this Plan to actions  to be taken by the Board  shall be
         deemed to refer to the Committee as well,  except where limited by this
         Plan or by the Board.

                  (e) The Board shall have all of the  enumerated  powers of the
         Committee,  but shall not be limited to such  powers.  No member of the
         Board or the Committee shall be liable for any action or  determination
         made in good faith with respect to the Plan or any Option granted under
         it.

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<PAGE>

         4.2 Special Provisions for Grants to Officers or Directors.  Rule 16b-3
under the  Securities  and  Exchange Act of 1934 (the "Act")  provides  that the
grant of a stock option to a director or officer of a company subject to the Act
will be exempt from the provisions of Section 16(b) of the Act if the conditions
set forth in said Rule are satisfied.  Unless otherwise  specified by the Board,
grants of Options  hereunder to individuals who are officers or directors of the
Company shall be made in a manner that satisfies the conditions of said Rule.

                                    ARTICLE V
                            STOCK SUBJECT TO THE PLAN
                            ------------]-------------

         5.1 Number.  The total number of shares of Stock hereby made  available
and reserved for issuance  under the Plan shall be 500,000  shares for Incentive
Stock Options and Nonstatutory Stock Options.  The aggregate number of shares of
Stock  available  under this Plan shall be subject to  adjustment as provided in
Section 5.3. The total number of shares of Stock may be authorized  but unissued
shares of Stock,  or Shares  acquired  by purchase as directed by the Board from
time to time in its discretion, to be used for issuance upon exercise of Options
granted hereunder.

         5.2 Unused Stock. If an Option shall expire or terminate for any reason
without having been exercised in full, the  unpurchased  shares of Stock subject
thereto shall (unless the Plan shall have terminated) become available for other
Options under the Plan.

         5.3  Adjustment  in  Capitalization.  In the event of any change in the
outstanding   shares  of  Stock  by  reason  of  a  stock   dividend  or  split,
recapitalization,  reclassification,  or other  similar  corporate  change,  the
aggregate number of shares of Stock remaining subject to the Plan and to Options
previously  granted  shall  be  appropriately   adjusted  by  the  Board,  whose
determination  shall be conclusive;  provided  however,  that fractional  shares
shall be rounded to the nearest  whole share.  In any such case,  the number and
kind of shares that are subject to any Option (including any Option  outstanding
after  termination  of  employment)  and the  Option  price per  share  shall be
proportionately  and appropriately  adjusted without any change in the aggregate
Option price to be paid therefor upon exercise of the Option.

                                   ARTICLE VI
                              DURATION OF THE PLAN
                              --------------------

         6.1 Duration of the Plan. Subject to approval of shareholders, the Plan
shall be in effect for ten years from the date of its adoption by the Board. Any
Options  outstanding  at the  end of said  period  shall  remain  in  effect  in
accordance  with their terms.  The Plan shall  terminate  before the end of said
period if all Stock subject to it has been purchased pursuant to the exercise of
Options granted under the Plan.

                                   ARTICLE VII
                             TERMS OF STOCK OPTIONS
                             ----------------------

         7.1 Grant of Options. Subject to Section 5.1, Options may be granted to
Employees or  Consultants at any time and from time to time as determined by the
Board; provided, however, that Consultants may receive only Nonstatutory Options
and may not receive  Incentive  Stock  Options.  The Board  shall have  complete
discretion in determining the terms and conditions and number of Options granted
to each Optionee. In making such determinations, the Board may take into account
the nature of services rendered by such Employees or Consultants,  their present
and potential contributions to the Company and its Subsidiary Corporations,  and
such other factors as the Board in its discretion shall deem relevant. The Board
also shall  determine  whether an Option is to be an Incentive Stock Option or a
Nonstatutory Option.

                  (a) In the case of  Incentive  Stock  Options,  the total Fair
         Market Value  (determined at the date of grant) of shares of Stock with
         respect to which  incentive  stock options  granted after  December 31,
         1986 are  exercisable  for the first  time by the  Optionee  during any
         calendar  year under all plans of the  Company  under  which  incentive
         stock  options  may be  granted  (and  all  such  plans  of any  Parent


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<PAGE>

         Corporations and any Subsidiary  Corporations of the Company) shall not
         exceed $100,000. Hereinafter, this requirement is sometimes referred to
         as the "$100,000 Limitation".

                  (b) Nothing in this Article VII of the Plan shall be deemed to
         prevent  the  grant of  Options  permitting  exercise  in excess of the
         maximums  established  by the  preceding  paragraph  where such  excess
         amount is treated as a Nonstatutory Option.

                  (c) The  Board  is  expressly  given  the  authority  to issue
         amended or replacement  Options with respect to shares of Stock subject
         to an Option previously granted hereunder. An amended Option amends the
         terms of an  Option  previously  granted  and  thereby  supersedes  the
         previous  Option.  A  replacement  Option is  similar  to a new  Option
         granted hereunder except that it provides that it shall be forfeited to
         the extent that a previously  granted  Option is  exercised,  or except
         that its issuance is conditioned  upon the  termination of a previously
         granted Option.

                  (d) The date of grant of an Option  is  either  the date it is
         granted or such other date as may be  designed at the time of the award
         of the Option.

         7.2 No Tandem  Options.  Where an  Option  granted  under  this Plan is
intended to be an Incentive  Stock  Option,  the Option shall not contain  terms
pursuant to which the exercise of the Option would affect the  Optionee's  right
to exercise another Option,  or vice versa,  such that the Option intended to be
an Incentive  Stock  Option  would be deemed a tandem  stock  option  within the
meaning of the regulations under Section 422A of the Code.

         7.3 Option  Agreement:  Terms and Conditions to Apply Unless  Otherwise
Specified. As determined by the Board on the date of grant, each Option shall be
evidenced by an Option  agreement  (the "Option  Agreement")  that  includes the
non-transferability  provisions  required by Section 10.2 hereof and  specifies:
whether the Option is an Incentive  Stock Option or a Nonstatutory  option;  the
Option price; the duration of the Option; the number of shares of Stock to which
the Option applies;  any vesting or exercisability  restrictions which the Board
may impose;  in the case of an Incentive Stock Option, a provision  implementing
the $100,000  Limitation;  and any other terms or conditions which the Board may
impose.  All such terms and  conditions  shall be determined by the Board at the
time of grant of the Option.

                  (a) If not  otherwise  specified by the Board,  the  following
         terms and conditions shall apply to Options granted under the Plan:

                           (i) Term.  The  duration of the Option  shall be five
                  years from the date of grant.

                           (ii)   Exercise  of  Option.   Unless  an  Option  is
                  terminated as provided hereunder, an Optionee may exercise his
                  Option for up to, but not in excess of, the  amounts of shares
                  subject to the Option  specified  hereafter  in this  section,
                  based on the Optionee's number of years of continuous  service
                  with the Company or a Subsidiary  Corporation from the date on
                  which the Option is granted. In the case of an Optionee who is
                  an  Employee,   continuous   service  shall  mean   continuous
                  employment;  in the case of an Optionee  who is a  Consultant,
                  continuous  service  shall mean the  continuous  provision  of
                  consulting services. In applying said limitations,  the amount
                  of shares, if any, previously  purchased by the Optionee under
                  the  Option  shall be  counted  in  determining  the amount of
                  shares the Optionee can purchase at any time. The Optionee may
                  exercise his Option in the following amounts:

                                    (A)  After  one  year  of  such   continuous
                           services,  up to but not in excess of twenty  percent
                           of the shares originally subject to the Option;

                                    (B)  After  two  years  of  such  continuous
                           services, up to but not in excess of forty percent of
                           the shares originally subject to the Option;


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<PAGE>

                                    (C)  After  three  years of such  continuous
                           services, up to but not in excess of sixty percent of
                           the shares originally subject to the Option;

                                    (D) After four years of such continuous
                           services, up to but not in excess of eighty percent
                           of the shares originally subject to the Option; and

                                    (E) At the  expiration  of the fifth year of
                           such   continuous   services,   the   Option  may  be
                           exercised,  in whole or in part,  and at any time and
                           from time to time within its term but it shall not be
                           exercisable  after the  expiration of five years from
                           the date on which it was granted.

                  (b) The Board  shall be free to specify  terms and  conditions
         other than those set forth above, in its discretion.

                  (c) All Option  Agreements shall incorporate the provisions of
         this Plan by reference, with certain provisions to apply depending upon
         whether the Option Agreement applies to an Incentive Stock Option or to
         a Nonstatutory Option.

         7.4 Option Price.  No Incentive  Stock Option granted  pursuant to this
Plan shall have an Option price that is less than the Fair Market Value of Stock
on  the  date  the  Option  is  granted.  Incentive  Stock  Options  granted  to
Significant Shareholders shall have an Option price of not less than 110 percent
of the Fair  Market  Value of Stock on the date of grant.  The Option  price for
Nonstatutory  Options shall be established by the Board and shall not be subject
to the restrictions applicable to Incentive Stock Options.

         7.5 Term of Options. Each Option shall expire at such time as the Board
shall determine when it is granted, provided however that under no circumstances
shall a Nonstatutory Option be exercisable later than the tenth anniversary date
of its grant,  nor by its terms,  shall an Incentive  Stock Option  granted to a
Significant  Shareholder  be  exercisable  later  than the  fifth  year from the
anniversary date of its grant.

         7.6  Exercise  of  Options.  Options  granted  under the Plan  shall be
exercisable at such times and be subject to such  restrictions and conditions as
the Board  shall in each  instance  approve,  which need not be the same for all
Optionees.

         7.7 Payment.  Payment for all shares of Stock shall be made at the time
that an Option, or any part thereof, is exercised, and no shares shall be issued
until full payment has been made.  Payment shall be made (i) in cash, or (ii) if
acceptable to the Board, in Stock or in some other form;  provided,  however, in
the case of an Incentive Stock Option,  that said other form of payment does not
prevent the Option from  qualifying  for treatment as an incentive  stock option
within the meaning of the Code.

                                  ARTICLE VIII
                        WRITTEN NOTICE, ISSUANCE OF STOCK
                        ---------------------------------
                      CERTIFICATES. SHAREHOLDER PRIVILEGES
                      ------------------------------------

         8.1 Written  Notice.  An Optionee  wishing to exercise an Option  shall
give written  notice to the Company,  in the form and manner  prescribed  by the
Board.  Full  payment  for the shares  exercised  pursuant  to the  Option  must
accompany the written notice.

         8.2 Issuance of Stock  Certificates.  As soon as practicable  after the
receipt of written notice and payment, the Company shall deliver to the Optionee
or to a permitted  nominee of the Optionee a certificate or certificates for the
requisite number of shares of stock.


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<PAGE>

         8.3  Privileges  of a  Shareholder.  An  Optionee  or any other  person
entitled  to  exercise  an Option  under  this Plan  shall not have  stockholder
privileges  with  respect to any Stock  covered by the Option  until the date of
issuance of a stock certificate for such stock.

                                   ARTICLE IX
                      TERMINATION OF EMPLOYMENT OR SERVICES
                      -------------------------------------

         9.1 Death. If an Optionee's  employment in the case of an Employee,  or
provision of services as a Consultant,  in the case of a Consultant,  terminates
by reason of death,  the Option may thereafter be exercised at any time prior to
the  expiration  date of the  Option or within 12 months  after the date of such
death,  whichever period is the shorter, by the person or persons entitled to do
so  under  the  Optionee's  will  or,  if the  Optionee  shall  fail  to  make a
testamentary  disposition  of an Option or shall die  intestate,  the Optionee's
legal representative or representatives. The Option shall be exercisable only to
the extent that such Option was exercisable as of the date of death.

         9.2  Termination  other than for Cause or Due to Death. In the event of
an  Optionee's  termination  of  employment,  in the  case  of an  Employee,  or
termination  of the  provision  of  services as a  Consultant,  in the case of a
Consultant,  other  than by reason of death,  the  Optionee  may  exercise  such
portion of his Option as was exercisable by him at the date of such  termination
(the  "Termination  Date") at any time within  three  months of the  Termination
Date;  provided,  however,  that  where  the  Optionee  is an  Employee,  and is
terminated  due to  disability  within the meaning of Code 422A, he may exercise
such portion of his Option as was  exercisable  by him on his  Termination  Date
within one year of his  Termination  Date.  In any event,  the Option  cannot be
exercised after the expiration of the term of the Option.  Options not exercised
within the applicable period specified above shall terminate.

                  (a) In the case of an Employee, a change of duties or position
         within the  Company or an  assignment  of  employment  in a  Subsidiary
         Corporation or Parent Corporation of the Company,  if any, or from such
         a Corporation to the Company,  shall not be considered a termination of
         employment for purposes of this Plan.

                  (b) The Option  Agreements may contain such  provisions as the
         Board shall approve with reference to the effect of approved  leaves of
         absence upon termination of employment.

         9.3 Termination for Cause. In the event of an Optionee's termination of
employment,  in the case of an  Employee,  or  termination  of the  provision of
services as a Consultant,  in the case of a Consultant,  which termination is by
the Company or a Subsidiary Corporation for cause, any Option or Options held by
him under the Plan, to the extent not exercised before such  termination,  shall
terminate upon notice of termination for cause.

                                    ARTICLE X
                               RIGHTS OF OPTIONEES
                               -------------------

         10.1 Service. Nothing in this Plan shall interfere with or limit in any
way the right of the  Company  or a  Subsidiary  Corporation  to  terminate  any
Employee's  employment,  or any Consultant's  services,  at any time, nor confer
upon any  Employee  any right to  continue  in the  employ of the  Company  or a
Subsidiary Corporation,  or upon any Consultant any right to continue to provide
services to the Company or a Subsidiary Corporation.

         10.2 Non-transferability.  All Options granted under this Plan shall be
non-transferable by the Optionee,  other than by will or the laws of descent and
distribution,  and shall be exercisable  during the Optionee's  lifetime only by
the  Optionee.  No Option may be assigned,  pledged,  hypothecated  or otherwise
alienated or  encumbered  (whether by operation  of law or  otherwise),  and any
attempt to do so shall be null and void.


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<PAGE>

                                   ARTICLE XI
                OPTIONEE-EMPLOYEE'S TRANSFER OR LEAVE OF ABSENCE
                ------------------------------------------------

         11.1 Optionee-Employee's  Transfer or Leave of Absence. For purposes of
this Plan:


                  (a) A transfer  of an  Optionee  who is an  Employee  from the
         Company to a Subsidiary Corporation or Parent Corporation,  or from one
         such Corporation to another, or

                  (b) A leave of absence for such an Optionee  (i) which is duly
         authorized in writing by the Company or a Subsidiary  Corporation,  and
         (ii) if the Optionee holds an Incentive  Stock Option,  which qualifies
         under the applicable regulations under the Code which apply in the case
         of  incentive  stock  options,  shall  not be deemed a  termination  of
         employment. However, under no circumstances may an Optionee exercise an
         Option during any leave of absence, unless authorized by the Board.

                                   ARTICLE XII
              AMENDMENT, MODIFICATION, AND TERMINATION OF THE PLAN
              ----------------------------------------------------

         12.1 Amendment, Modification an d Termination of the Plan.

                  (a) The Board may at any time terminate, and from time to time
         may amend or modify the Plan; provided, however, that no such action of
         the Board, without approval of the shareholders, may:

                           (i)  increase  the total amount of Stock which may be
                  purchased  through Options  granted under the Plan,  except as
                  provided in Article V;

                           (ii)  change the class of  Employees  or  Consultants
                  eligible to receive Options; or

                           (iii) extend the maximum  option  period  provided in
                  this Plan.

                  (b) No amendment,  modification,  or  termination  of the Plan
         shall in any manner adversely  affect any outstanding  Option under the
         Plan without the consent of the Optionee holding the Option.

                                  ARTICLE XIII
                       ACQUISITION, MERGER OR LIQUIDATION
                       ----------------------------------

         13.1 Acquisition.

                  (a) In the event that an  Acquisition  occurs with  respect to
         the Company, the Company shall have the option, but not the obligation,
         to cancel Options  outstanding as of the effective date of Acquisition,
         whether or not such Options are then exercisable, in return for payment
         to the  Optionees  of an amount  equal to a  reasonable  estimate of an
         amount  (hereinafter the "Spread") equal to the difference  between the
         net amount per share payable in the  Acquisition  or as a result of the
         Acquisition,  less the exercise price of the Option.  In estimating the
         Spread,  appropriate adjustments to give effect to the existence of the
         Options  shall  be made,  such as  deeming  the  Options  to have  been
         exercised,  with the  Company  receiving  the  exercise  price  payable
         thereunder,  and treating  the stock  receivable  upon  exercise of the
         Options as being outstanding in determining the net amount per share.

                  (b) For purposes of this section,  an "Acquisition"  means any
         transaction  in which  substantially  all of the  Company's  assets are
         acquired or in which a controlling amount of the Company's  outstanding
         shares of Stock are acquired, in each case by a single person or entity
         or an affiliated  group of persons and  entities.  For purposes of this
         section,  a  controlling  amount shall mean more than 50% of the issued
         and outstanding shares of Stock of the Company.  The Company shall have
         such an  option  regardless  of how  the  Acquisition  is  effectuated,
         whether  by direct  purchase,  through a merger  or  similar  corporate


                                       8
<PAGE>

         transaction,  or otherwise.  In cases where the acquisition consists of
         the  acquisition  of assets of the  Company,  the net  amount per share
         shall be  calculated  on the basis of the net  amount  receivable  with
         respect to shares upon a  distribution  and  liquidation by the Company
         after giving effect to expenses and charges,  including but not limited
         to  taxes,  payable  by  the  Company  before  the  liquidation  can be
         completed.

                  (c) Where the Company  does not exercise its option under this
         Section 13.1 the remaining provisions of this Article XIII shall apply,
         to the extent applicable.

         13.2 Merger or  Consolidation.  Subject to any  required  action by the
shareholders, if the Company shall be the surviving corporation in any merger or
consolidation,  any option granted under this Plan shall pertain to and apply to
the securities to which a holder of the number of shares of Stock subject to the
Option would have been entitled in such merger or consolidation.

         13.3 Other Transactions.  A dissolution or a liquidation of the Company
or a  merger  and  consolidation  in  which  the  Company  is not the  surviving
corporation  shall cause every Option  outstanding  hereunder to terminate as of
the effective date of such  dissolution,  liquidation,  merger or consolidation.
However,  the Optionee either (i) shall be offered a firm commitment whereby the
resulting or surviving  corporation in a merger or consolidation  will tender to
the Optionee an option (the "Substitute Option") to purchase its shares on terms
and  conditions   both  as  to  number  of  shares  and  otherwise,   that  will
substantially  preserve to the  Optionee  the rights and  benefits of the Option
outstanding  hereunder  granted  by the  Company,  or (ii)  shall have the right
immediately prior to such dissolution,  liquidation, merger, or consolidation to
exercise any unexercised Options whether or not then exercisable, subject to the
provisions  of this  Plan.  The  Board  shall  have  absolute  and  uncontrolled
discretion to determine  whether the Optionee has been offered a firm commitment
and whether the tendered  Substitute Option will  substantially  preserve to the
Optionee the rights and  benefits of the Option  outstanding  hereunder.  In any
event, any Substitute Option for an Incentive Stock Option shall comply with the
requirements of Code Section 425(a).

                                   ARTICLE XIV
                             SECURITIES REGISTRATION
                             -----------------------

         14.1 Securities Registration.  In the event that the Company shall deem
it  necessary  or desirable to register  under the  Securities  Act of 1933,  as
amended, or any other applicable statute,  any Options or any Stock with respect
to which an Option may be or shall have been granted or exercised, or to qualify
any such Options or Stock under the Securities  Act of 1933, as amended,  or any
other statute,  then the Optionee shall cooperate with the Company and take such
action as is necessary to permit  registration or  qualification of such Options
or Stock.

         14.2  Representations.  Unless  the  Company  has  determined  that the
following representation is unnecessary,  each person exercising an Option under
the Plan may be required by the  Company,  as a condition to the issuance of the
shares pursuant to exercise of the Option,  to make a representation  in writing
(i) that he is acquiring  such shares for his own account for investment and not
with a view to, or for sale in connection  with,  the  distribution  of any part
thereof,  (ii) that before any  transfer in  connection  with the resale of such
shares, he will obtain the written opinion of counsel for the Company,  or other
counsel  acceptable  to the Company,  that such shares may be  transferred.  The
Company may also require that the certificates  representing such shares contain
legends reflecting the foregoing.

                                   ARTICLE XV
                                 TAX WITHHOLDING
                                 ---------------

         15.1 Tax  Withholding.  Whenever  shares  of Stock  are to be issued in
satisfaction  of Options  exercised  under this Plan, the Company shall have the
power to require  the  recipient  of the Stock to remit to the Company an amount
sufficient to satisfy any applicable  federal,  state, and local withholding tax
requirements.


                                       9
<PAGE>

                                   ARTICLE XVI
                                 INDEMNIFICATION
                                 ---------------

         16.1  Indemnification.  To the extent permitted by law, each person who
is or shall  have  been a member  of the  Board  shall be  indemnified  and held
harmless by the Company against and from any loss, cost,  liability,  or expense
that may be imposed upon or  reasonably  incurred by him in  connection  with or
resulting from any claim, action, suit, or proceeding to which he may be a party
or in which he may be involved  by reason of any action  taken or failure to act
under  the  Plan  and  against  and  from  any  and all  amounts  paid by him in
settlement thereof,  with the Company's approval, or paid by him in satisfaction
of judgment in any such action,  suit,  or proceeding  against him,  provided he
shall give the Company an opportunity,  at its own expense, to handle and defend
the same before he  undertakes  to handle and defend it on his own  behalf.  The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification  to which  such  persons  may be  entitled  under the  Company's
articles of  incorporation or bylaws,  as a matter of law, or otherwise,  or any
power that the Company or any Subsidiary  Corporation may have to indemnify them
or hold them harmless.

                                  ARTICLE XVII
                               REQUIREMENTS OF LAW

         17.1  Requirements  of Law. The granting of Options and the issuance of
shares  of  Stock  upon the  exercise  of an  Option  shall  be  subject  to all
applicable  laws,  rules,  and  regulations,   and  to  such  approvals  by  any
governmental agencies or national securities exchanges as may be required.

         17.2 Governing Law. The Plan,  and all agreements  hereunder,  shall be
construed in accordance with and governed by the laws of the state of Colorado.

                                  ARTICLE XVIII
                             EFFECTIVE DATE OF PLAN
                             ----------------------

         18.1 Effective Date. The Plan shall be effective on January 16, 2001.


                                   ARTICLE XIX
                              COMPLIANCE WITH CODE
                              --------------------

         19.1  Compliance with Code.  Incentive Stock Options granted  hereunder
are intended to qualify as  "incentive  stock  options"  under Code 422A. If any
provision  of this Plan is  susceptible  to more than one  interpretation,  such
interpretation  shall be given thereto as is  consistent  with  Incentive  Stock
Options  granted under this Plan being treated as incentive  stock options under
the Code.

                                   ARTICLE XX
                        NO OBLIGATION TO EXERCISE OPTION
                        --------------------------------

         20.1 No Obligation to Exercise.  The granting of an Option shall impose
no obligation upon the holder thereof to exercise such Option.

















                                       10
<PAGE>

         THIS 2001 STOCK  OPTION PLAN was adopted by the Board of  Directors  of
Rentech,  Inc. on January 16, 2001 to be effective as of January 16, 2001. It is
to  be  submitted  for  approval  by  shareholders  at  the  annual  meeting  of
shareholders to be held on May 8, 2001.

                                                   RENTECH, INC.



                                               By:  /s/ Dennis L. Yakobson
                                                   -----------------------------
                                                   Dennis L. Yakobson, President



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