SHEFFIELD EXPLORATION COMPANY, INC.

                      KEY EMPLOYEE RETENTION PLAN

1.   PURPOSE.
     -------

     The purpose of the Sheffield Exploration Company, Inc. Key
Employee Retention Plan (the "Plan") is to provide an incentive to
certain key employees of Sheffield Exploration Company, Inc. (the
"Company") to remain in the employ of the Company during periods when
the future of the Company is uncertain due to a potential Change of
Control of the Company.  In particular the Plan is designed to keep
employees who are in a position to contribute materially to the
successful Change of Control of the Company and to prevent the loss of
employees in the event such a Change of Control fails to occur.

     A "Change of Control" shall be deemed to have occurred if:

     (a)  Any "person" or "group" (within the meaning of
Sections 13(d) and 14(d)(2) of the 1934 Act) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the 1934 Act),
directly or indirectly, of fifty-one percent (51%) or more of the then
outstanding voting stock of the Company; or

     (b)  The stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a
merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity) at least 80% of the
combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or
consolidation, or the stockholders approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets;
provided, however, that if the merger, plan of liquidation or sale of
substantially all assets is not consummated following such stockholder
approval and the transaction is abandoned, then the Change of Control
shall be deemed not to have occurred.

     For purposes of this Plan, the Committee (as described below) may
clarify the date as of which a Change of Control shall be deemed to
have occurred.

2.   ADMINISTRATION.
     --------------

     The Plan shall be administered by a Committee consisting of one
or more persons appointed from time to time by the Chief Executive
Officer of the Company.  The Committee shall have sole discretion to
interpret the terms of the Plan.
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3.   PARTICIPATION.
     -------------

     The names of the employees who are to participate in the Plan and
the effective date for commencement of their participation shall be
determined by the Committee and shall be referred to as the
"Participant" or the "Participants."  Each Participant shall be
advised of his or her participation in the Plan by a letter (the
"Participation Letter") setting forth the benefits to which the
Participant may become entitled, and such other terms, provisions and
conditions not inconsistent with the Plan as determined by the
Committee.  The Committee shall determine in its discretion when to
send Participation Letters; however, receipt of a Participation Letter
shall not be required in order for a Participant to be entitled to
benefits under the Plan.  The Committee may terminate the employee's
status as a Participant; provided, however, that no termination of an
employee's status as a Participant can be made at any time when the
Company or its stockholders are parties to an agreement or letter of
intent which if consummated would result in a Change of Control or
following a Change of Control until the Qualified Period (as defined
in Paragraph 4) applicable to such Participant has expired.  A
Participant shall cease to be a Participant in the Plan and shall not
be entitled to any benefits hereunder upon termination of employment
prior to the Change of Control, except as set forth in Paragraph 9
herein or as may be determined otherwise by the Committee.

4.   PAYMENTS TO PARTICIPANTS UPON QUALIFIED TERMINATION.
     ---------------------------------------------------

     In the event of a Qualified Termination:

     (a)  Each Participant shall be entitled (subject to any
applicable payroll or other tax required to be withheld) to receive in
cash an amount equal to one-half of the Participant's Annual Base
Salary.  Such amount shall be paid by the Company within five (5) days
after the Qualified Termination, unless the Company's successor
requires that such amounts be paid in equal monthly payments to each
Participant over a specified time period not to exceed six months from
the Qualified Termination.  The aggregate amount necessary to fulfill
the Company's obligations hereunder shall be deposited in a trust
account in accordance with Paragraph 9 herein.

     (b)  Each Participant shall be entitled to participate, as an
active participant, during his or her Earned Benefit Period, in all
welfare benefit plans, including, but not limited to plans providing
life insurance, disability, accident, sickness and/or medical
benefits, in which and on the same basis as the Participant was
participating immediately prior to the Change of Control, but subject
to any coordination of benefits provisions contained in such plans,
or, alternatively in the discretion of the Committee, be provided with
substantially similar benefits, both individually and in the
aggregate, for such period.  Such benefits shall be in addition to any
benefits to which the Participant would be entitled under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
("COBRA").

     (c)  Each Participant shall be entitled to acceleration of
options and 401(K) vesting as provided in Paragraph 8 herein.

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     "Annual Base Salary" shall mean the Participant's annual base
salary as indicated on the payroll records of the Company immediately
prior to the Change of Control.

     "Earned Benefit Period" shall mean the one-year period following
the Qualified Termination, and is applicable only to those
Participants who have been subject to a Qualified Termination.

     "Qualified Period" shall mean one year.

5.   QUALIFIED TERMINATION.
     ---------------------

     "Qualified Termination" shall mean a termination of the
Participant's employment with the Company or its successor upon the
Change of Control, or within the Qualified Period after the Change of
Control:

     (i)  by the Company or its successor for any reason other than
          for Cause; or,

     (ii) by the Participant for Good Reason.

     "Cause" shall mean serious, willful misconduct in respect of the
Participant's obligations to his or her employer (including but not
limited to final conviction for a felony or perpetration of a common
law fraud) or gross violation of the Company's or its successor's
established policies and procedures.  The effect of this definition
shall be limited to determining the consequences of a termination and
shall not restrict or otherwise interfere with the Company's or its
successor's discretion with respect to the termination of any
Participant's employment.

     "Good Reason" shall mean the occurrence of any of the following
events within the Qualified Period:

     (i)  change by the Company or its successor of the Participant's
functions, duties or responsibilities following the Change of Control,
which change would cause the Participant's position to become one of
less responsibility, importance or scope in any respect;

     (ii)  a reduction by the Company or its successor of the
Participant's base salary in effect immediately preceding the Change
of Control or as the same may thereafter be increased from time to
time;

     (iii)  failure by the Company or its successor to continue the
Participant in any compensation (including perquisites) or welfare
plan in which, and on at least as favorable a basis as, he or she was
participating immediately preceding the Change of Control;

     (iv)  the Company or its successor requiring the Participant to
be based anywhere other than within seventy (70) miles of the
Company's principal office location immediately following the Change
of Control, except for required business travel to an extent
substantially consistent with the Participant's business travel
obligations immediately preceding the Change of Control.

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6.   LIMITATIONS OF PAYMENTS TO PARTICIPANTS.
     ---------------------------------------

     Notwithstanding any other provision of this Plan, in the event
that any payment (or portion thereof) to be made hereunder to a
Participant would constitute a "parachute payment" for purposes of
Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended,
such payment (or portion thereof) shall be reduced so that the
remaining portion of such payment (if any) does not constitute a
parachute payment.  In the event that more than one payment (or
portion thereof) would constitute a parachute payment, the preceding
sentence shall apply first to the payment (or portion thereof) which
is payable last in time, and then to the payment payable next to last
in time, and so forth until none of the remaining payments (or
portions thereof) constitute parachute payments.

7.   PARTICIPANT RELEASES.
     --------------------

     As a condition to participation or continued participation in the
Plan, a Participant shall,  within seven days of termination of
employment and in a form acceptable to the Company and/or its
successor, as applicable, execute a release of all claims against the
Company and/or its successor, arising out of the Participant's
employment, provided that in no event shall the Participant be
required to release the Company or its successor from its obligations
under the Plan.

8.   ACCELERATION OF VESTING UPON CHANGE OF CONTROL.  
     ----------------------------------------------

     If a Participant has been granted options to acquire shares of
the Company's stock, which options vest or become exercisable over a
period of time and which are not fully vested or exercisable at the
date of the Change of Control, the rights of the Participant under
such option shall be accelerated so that all of such options shall be
vested and exercisable the day immediately preceding the date of such
Change of Control as determined by the Committee.  The Company shall
amend its profit sharing plan so that all account balances are 100%
vested, and all allocations of Company contributions are made without
regard to 1000 hours of service or last day employment requirements. 
Such amendment shall be effective as of the date the Committee deems a
Change of Control to occur.

9.   ESTABLISHMENT OF RETENTION BONUS PLAN TRUST.
     --------------------------------------------

     The Committee shall, on behalf of the Company, by agreement with
one or more trustees to be selected by the Committee, create a trust
or trusts on such terms as the Committee shall determine, to make
payments to Participants in accordance with the terms of the Plan. 
The Committee shall require that the Company, immediately upon the
execution of a definitive agreement which, if consummated, would
result in a Change of Control, contribute funds to such trust or
trusts in an amount sufficient to provide for the payment of all
benefits to all Participants under the Plan according to the terms of
the trust so long as such funds are subject to the claims of the
Company's general creditors.  Notwithstanding the foregoing, it is the
Company's intention that this Plan shall be an unfunded Plan for
purposes of the Employee Retirement Income Security Act of 1974
("ERISA").

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10.  VOLUNTARY TERMINATION AFTER CHANGE OF CONTROL
     ---------------------------------------------

     If, after a Change of Control, a Participant voluntarily leaves
the employ of the Company without Good Reason, the Participant shall
be entitled (subject to any applicable payroll or other tax required
to be withheld) to receive in cash an amount equal to one quarter of
the Participant's annual base salary as indicated on the payroll
records of the Company immediately prior to the cessation of
employment.

11.  AMENDMENT.
     ---------

     So long as neither the Company nor its stockholders are parties
to an agreement or letter of intent which, if consummated, would
result in a Change of Control, and further provided that no Change of
Control has occurred, the Plan may be amended from time to time by the
Company without the consent of the Participants.  At any time when the
Company or its stockholders are parties to an agreement or letter of
intent which, if consummated, would result in a Change of Control or
following a Change of Control, the Plan may not be amended to affect
the rights of any Participant whose rights were granted hereunder
prior to the date of the letter of intent, agreement or Change of
Control, until such time as the Qualified Period has expired for such
Participant or the written consent of such Participant to the
amendment has been obtained.

12.  BENEFIT OF PLAN.
     ---------------

     The Plan shall be binding upon and shall inure to the benefit of
the Participants, the Participants' heirs and legal representatives,
and the Company and its successors.  The term "successor" shall mean
any person, firm, corporation or other business entity that, at any
time whether by merger, acquisition or otherwise, acquires all or
substantially all of the stock, assets or business of the Company.

13.  EMPLOYMENT RELATIONSHIP.
     -----------------------

     Nothing contained in this Plan or in any Participation Letter
received by a Participant shall restrict or otherwise interfere with
the discretion of the Company or its successor with respect to the
termination of any Participant's employment.

14.  NON-ASSIGNABILITY.
     -----------------

     Each Participant's rights under this Plan shall be
non-transferable except by will or by the laws of descent and
distribution and except insofar as applicable law may otherwise
require.  Subject to the foregoing, no right, benefit or interest
hereunder shall be subject to anticipation, alienation, sale,
assignment, encumbrance, charge, pledge, hypothecation, or set-off in
respect of any claim, debt or obligation, or to execution, attachment,
levy or similar process, or to assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall, to
the full extent permitted by law, be null, void and of no effect.

                                  -5-<PAGE>
15.  OTHER BENEFITS.
     --------------

     Except as otherwise specifically provided herein, nothing in the
Plan shall affect the level of benefits provided to or received by any
Participant (or the Participant's estate or beneficiaries) as part of
any employee benefit plan of the Company, and the Plan shall not be
construed to affect in any way a Participant's rights and obligations
under any other such plan.

16.  SEVERABILITY.
     ------------

     In the event that any provision or portion of this Plan shall be
determined to be invalid or unenforceable for any reason, the
remaining provisions and portions of the Plan shall be unaffected
thereby and shall remain in full force and effect to the fullest
extent permitted by law.

17.  EXPENSES.
     --------

     If the Participant is successful in any action, suit or
arbitration, to enforce or to recover damages for breach of his or her
rights under the Plan, the Participant shall be entitled to recover
from the Company, and shall be indemnified by the Company against, any
and all expenses and disbursements, including attorneys' fees and
costs, actually and reasonably incurred by the Participant.

18.  COLORADO LAW TO GOVERN.
     ----------------------

     All questions pertaining to the construction, regulation,
validity and effect of the provisions of the Plan shall be determined
in accordance with the laws of the State of Colorado without regard to
the conflict of law principles thereof.

DATED: January __, 1996       SHEFFIELD EXPLORATION COMPANY, INC.


                              By:
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