Exhibit 10.4

                      DRILLING AND SEISMIC OPTION AGREEMENT
                                 NUCLA PROSPECT,
                            MONTROSE COUNTY, COLORADO

     This Drilling and Seismic Option Agreement ("Option" or "Agreement"), dated
February 24, 2003, is by and between the Nucla  Prospect Group whose address for
the purposes of this  Agreement  is c/o Plateau  Exploration,  Inc.,  1645 Court
Place, Suite 312, Denver, Colorado, 80202 ("NPG") and Solaris Exploration, Inc.,
16800 Imperial Valley Drive, Suite 380, Houston,  Texas 77060  ("Solaris").  The
members of the Nucla  Prospect  Group are listed on Exhibit "A". NPG and Solaris
may be referred to individually as a "Party" or collectively as the "Parties".

                                    RECITALS:
                                    ---------

     A. NPG is the owner of certain oil and gas leases comprising  approximately
40,547 net acres of approximately 43,007 gross acres located in Montrose County,
Colorado,  described  on Exhibit  "B" (the  "Leases").  The Leases lie within an
"Area of Mutual Interest," as defined below,  which is described on Exhibits "C"
and "D".

     B. NPG has agreed to grant to Solaris an exclusive and  irrevocable  option
to acquire 100% of NPG's  leasehold  interest in and to the Leases  and/or drill
test wells on a Drilling  Block (as  defined  below) by  Drilling  Block  basis,
subject to a reserved  overriding royalty interest in favor of NPG as defined in
Article 12 below ("NPG's ORI"), it being the intent of NPG to deliver Solaris an
80% net revenue interest in the Leases.

     C. To  evaluate  whether to  exercise  the  Option on a  Drilling  Block by
Drilling  Block  basis,  or  otherwise,  during the Option  Periods  (as defined
below),  Solaris has agreed to drill test well or wells at Solaris's  sole cost,
risk and expense,  on one or more of the Drilling Blocks,  such wells to include
without limitation,  the Initial Test Well, the Option Test Wells, and any other
oil and gas well or other well drilled on the Leases (collectively the "Wells").

     D.  During  the Option  Periods,  Solaris  has  agreed to  conduct  certain
operations on the Leases to further evaluate whether to exercise the Option.

     E. The designated  contact person and  representative  spokesperson for NPG
shall be Mr. Donald L.  Rasmussen,  President of Plateau  Exploration,  Inc. Mr.
Rasmussen is not the agent or attorney in fact for the NPG and owes no fiduciary
or other duty to the other members of the NPG.

     F. To  accomplish  the  foregoing,  NPG and Solaris wish to enter into this
Agreement.

                                   AGREEMENT:
                                   ----------

     NOW,  THEREFORE,  in consideration of the premises,  $100.00 and other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged by the Parties, NPG and Solaris agree as follows:

                                        1
<PAGE>

     1. Leases.
     ----------
     The Leases are defined as all of NPG's right,  title and interest in and to
the following:

          a. All of NPG's  right,  title and  interest in and to the Leases,  as
     more  specifically  described on Exhibit "B", and the lands covered thereby
     (the  "Lands")  subject  to  NPG's  ORI and any  restrictions,  exceptions,
     reservations,  conditions,  limitations, burdens, contracts, agreements and
     other  matters  applicable  to the Leases  that are of record in the county
     and/or in the appropriate governmental agency where the Leases are located.

          b. The right,  title and  interest of NPG in and to, or derived  from,
     all  valid  oil,  gas  and  mineral  unitization,  pooling,  operating  and
     communization agreements, declarations and orders affecting the Leases, and
     in and to the  properties  covered and the units created  thereby,  as more
     specifically described on Exhibit "B".

          c.  The  right,  title  and  interest  of NPG  in and to the  personal
     property and fixtures that are  appurtenant  to the Leases,  if any, or the
     units referred to in subsection 1.b. above, including all personal property
     and oil field equipment on such Leases.

          d. The  right,  title  and  interest  of NPG in and to and  under,  or
     derived from, all valid contracts and agreements and  instruments,  only to
     the extent and  insofar as the same are  appurtenant  to the Leases and the
     units referred to in subsection 1.b. above.

     2. Drilling Blocks.
     -------------------
     The  Leases  are  subdivided  into the  following  three  Drilling  Blocks:
Drilling  Block  #1,   Drilling  Block  #2,  and  Drilling  Block  #3,  as  more
specifically  defined on Exhibit "E" and on the map in Exhibit  "F". The Parties
may  mutually  agree  on  other  nine-section  Drilling  Blocks  to be  used  as
substitutes  for Drilling  Blocks #2 and/or #3 (with such Drilling  Blocks being
the "Substitute Drilling Blocks").

     3. Grant of the Option.
     -----------------------
     NPG grants and conveys to Solaris the exclusive and  irrevocable  option to
purchase  100% of NPG's  right,  title and interest in the Leases upon the terms
and conditions set forth herein (the "Option").

     4. Drilling Block #1/First Option Period.
     -----------------------------------------
     Solaris  agrees  to pay NPG a  non-refundable  $150,000.00  (hereafter  the
"First Option Exercise Price",  which is approximately  $25.00 per gross mineral
acre for 5,760 gross mineral acres in Drilling Block #1) for the right to access
the  Leases,  including  Drilling  Block # 1 and to conduct  certain  operations
thereon during the First Option Period.

          a. Payment of the First Option Exercise Price.
          ----------------------------------------------
          The First Option Exercise Price shall be  $150,000.00,  such amount to
     be paid as follows: (i) Upon execution of the Agreement,  Solaris agrees to
     pay NPG the sum of  $50,000.00;  (ii) on or before April 30, 2003,  Solaris
     agrees to pay NPG the sum of  $50,000.00  and  (iii) on or before  July 31,
     2003,  Solaris  agrees to pay NPG the sum of  $50,000.00.  The First Option
     Exercise Price,  including any partial payments thereof, is non-refundable.
     If any of the three  installments of the First Option Exercise Price is not
     timely paid,  this Agreement  shall terminate and be of no force and effect
     and NPG shall retain all monies paid to date.  Solaris's  timely payment of

                                        2
<PAGE>

     the  three  installments  of the First  Option  Exercise  Price  shall be a
     condition precedent to the effectiveness of this Agreement. Notwithstanding
     the  foregoing,  if Solaris  elects to drill the Initial Test Well prior to
     the due date of the third  installment of the First Option  Exercise Price,
     the entire outstanding  balance of the First Option Exercise Price shall be
     due and payable before Solaris may spud the Initial Test Well. First Option
     Exercise Price shall be paid to NPG in cash or certified funds delivered or
     wire   transferred  to  NPG.  NPG  shall  provide   written  wire  transfer
     instructions to Solaris.

          b. First Option Period.
          -----------------------
          The  "First  Option  Period"  shall  begin  at the  execution  of this
     Agreement and shall  continue  until Monday,  December 1, 2003 or 12 months
     from release of the  drilling  rig of the Initial  Test Well,  whichever is
     later;  provided however, that the First Option Period will end in no event
     later than Wednesday December 1, 2004 (with that date being the "End of the
     First Option Period").

          c. Initial Test Well Assignment.
          --------------------------------
          Contemporaneously  with payment of the First Option  Exercise Price in
     its  entirety,  the  Parties  agree  to  execute  the  "Initial  Test  Well
     Assignment"  and place it in escrow with the Escrow Agent.  With respect to
     the Initial Test Well Assignment,  the Parties agree to instruct the Escrow
     Agent as follows:  (i) if actual  drilling  operations are not commenced as
     provided  for in Article 4 below,  then the  Parties  hereby  instruct  the
     Escrow Agent to return the Initial Test Well  Assignment  to NPG or (ii) if
     the Initial  Test Well is  completed  as a well  capable of  production  in
     paying  quantities,  then the Parties  hereby  instruct the Escrow Agent to
     deliver the Initial Test Well  Assignment  to Solaris.  For the purposes of
     this  Agreement,  "Escrow  Agent"  shall mean the firm of Hale,  Hackstaff,
     Tymkovich LLP, 1430 Wynkoop, Suite 300, Denver,  Colorado,  80202 ("HHT" or
     "Escrow  Agent"),  which  agrees to hold the Initial  Test Well  Assignment
     pursuant to the terms of a mutually acceptable Escrow Agreement.

          d. The Initial Test Well.
          -------------------------
          During the First  Option  Period,  but after full payment of the First
     Option  Exercise  Price,  Solaris  (as  contract  operator  for NPG)  shall
     commence to drill (with due diligence) an "Initial Test Well" at a location
     in the SESW  Section 16,  Township 47 North,  Range 14 West or as otherwise
     approved by the Parties, to a depth of 6,400 feet or sufficient depth until
     the upper 50 feet of the Precambrian Basement has been tested (penetrated),
     whichever  is the greater  depth,  or to another  depth as agreed to by the
     Parties (with such depth being the "Target  Depth").  Failure of Solaris to
     drill,  or cause to drill, or at least to spud the Initial Test Well during
     the First Option  Period  (after full payment of the First Option  Exercise
     Price),   will  have  the  following   effect:   (i)  this  Agreement  will
     automatically  terminate,  (ii) NPG will have no further  obligations under
     this Agreement and (iii) NPG and Solaris  hereby  instruct the Escrow Agent
     to deliver the Initial Test Well Assignment to NPG.

               (i)  Drilling  And  Completion  Of The  Initial  Test  Well  As A
               -----------------------------------------------------------------
          Successful  Commercial  Oil and/or Gas Well.
          ----------------------------------------------------------------------
               By  drilling  the  Initial  Test Well to the  Target  Depth,  and
          successfully  completing  the Initial  Test Well as a well  capable of
          production in paying  quantities,  Solaris will then earn the right to
          receive an assignment from NPG of all formations and all depths in the
          Leases   comprising   Drilling   Block  #1  (the   "First   Test  Well
          Assignment"),  in which  event NPG and  Solaris  hereby  instruct  the
          Escrow Agent to deliver the Initial Test Well  Assignment  to Solaris.
          After having drilled and successfully completed the Initial Test Well,
          if Solaris elects not to drill the Second Option Test Well (as defined
          below) and elects not to pay the Second Option  Exercise Price and not

                                        3
<PAGE>

          begin the Second Option  Period,  then (a) Solaris earns an assignment
          of the Leases  assigned in the Initial Test Well  Assignment,  (b) the
          AMI is reduced  to cover the lands  within the  exterior  boundary  of
          Drilling  Block #1, and (c) then  Solaris  agrees to assign to NPG any
          interest  Solaris may have acquired in Leases  outside  Drilling Block
          #1.  However,  after having  successfully  drilled and  completed  the
          Initial Test Well,  Solaris may exercise its option to purchase all of
          the "Remaining Leases" at one time, as set forth in Section 7 below.

               (ii)  Drilling  And  Completion  Of The  Initial  Test Well As An
               -----------------------------------------------------------------
          Unsuccessful Commercial Oil and/or Gas Well.
          --------------------------------------------
               If the Initial Test Well is an unsuccessful commercial oil and/or
          gas well,  Solaris will not earn interest in acreage  within  Drilling
          Block #1,  and NPG shall  have no  obligation  to assign  Solaris  any
          interest in the Leases comprising Drilling Block #1. If Solaris elects
          to quit the Nucla  Prospect after the  unsuccessful  Initial Test Well
          and not to drill an Second  Option Test Well and elects not to pay the
          Second Option  Exercise  Price and not begin the Second Option Period,
          then (i) then Solaris agrees to assign to NPG any interest Solaris may
          have acquired in Leases within the AMI and (ii) NPG and Solaris hereby
          direct the Escrow Agent to deliver the Initial Test Well Assignment to
          NPG.

          e. Expiration of First Option Period.
          -------------------------------------
          After the End of the First Option Period, this Agreement shall then be
     of no force and  effect  unless on or  before  the End of the First  Option
     Period, Solaris, at its sole discretion,  exercises its option to begin the
     Second Option Period by paying the Second Option Exercise Price.

     5. Second Option Period/Drilling Blocks #2 or #3.
     -------------------------------------------------
     On or  before  the End of the First  Option  Period,  Solaris,  at its sole
discretion,  may elect to pay NPG the  "Second  Option  Exercise  Price" for the
rights to (a)  access  either  Drilling  Block #2,  or  Drilling  Block #3, or a
Substitute  Drilling  Block if Solaris  agrees,  and the Leases and (b)  conduct
certain  operations  thereon  during the Second  Option  Period.  Second  Option
Exercise Price shall be calculated by multiplying  the gross acres  contained in
the  applicable  Drilling  Block  times the cost per gross  acre as set forth in
Article 8 below.  The Second Option  Exercise  Price is  non-refundable.  If the
Second Option  Exercise Price is not timely paid, this Agreement shall terminate
as of End of the First  Option  Period and be of no force and effect.  Solaris's
payment of the Second Option  Exercise  Price shall be a condition  precedent to
the  effectiveness  of this Agreement  after the End of the First Option Period.
Second Option  Exercise Price shall be paid in cash or certified funds delivered
or wire  transferred  to NPG. NPG shall  provide wire transfer  instructions  to
Solaris.  The Second  Option  Period  shall begin at the End of the First Option
Period and terminate at the "End of the Second Option Period," as defined below.

          a. Second Option Test Well Assignment.
          --------------------------------------
          Contemporaneously  with the  payment of the  "Second  Option  Exercise
     Price",  the  Parties  agree  to  execute  the  "Second  Option  Test  Well
     Assignment"  and place it in escrow with the Escrow Agent.  With respect to
     the Second Option Test Well  Assignment,  the Parties agree to instruct the
     Escrow  Agent  as  follows:  (i) if  actual  drilling  operations  are  not
     commenced as provided for in Section 5.b.  below,  then the Parties  hereby
     instruct the Escrow Agent to return the Second Option Test Well  Assignment
     to NPG or (ii) if the  Second  Option  Test  Well  is  completed  as a well
     capable  of  production  in  paying  quantities,  then the  Parties  hereby
     instruct the Escrow Agent to deliver the Second Option Test Well Assignment
     to Solaris.

                                        4
<PAGE>

          b. Second Option Test Well.
          ---------------------------
          During the Second  Option  Period,  Solaris (as contract  operator for
     NPG) shall  commence to drill or cause to be drilled  (with due  diligence)
     one Option Test Well on Drilling Block #2 to a depth of 10,000 feet, or one
     Option Test Well on Block #3 to a depth of 11,000 feet,  or one Option Test
     Well on a  Substitute  Drilling  Block to a depth  agreed to by the Parties
     ("Second Option Test Well"). The depth of the Second Option Test Well shall
     be to the specified depth or to a depth  sufficient to test (penetrate) the
     upper 50 feet of the Precambrian  Basement  whichever is the greater depth,
     or to another  depth as agreed to by the Parties (with such depth being the
     "Target Depth").

               (i).  Drilling And Completion Of The Second Option Test Well As A
               -----------------------------------------------------------------
          Successful Commercial Oil and/or Gas Well.
          ------------------------------------------
               By drilling the Second Option Test Well to the Target Depth,  and
          successfully  completing the Second Option Test Well as a well capable
          of production in paying  quantities,  Solaris will then earn the right
          to receive an assignment  from NPG of all formations and all depths in
          the Leases  comprising  the Drilling  Block in which the Second Option
          Test Well was drilled,  in which event NPG and Solaris hereby instruct
          the Escrow Agent to deliver the Second Option Test Well  Assignment to
          Solaris. If Solaris,  after having drilled and successfully  completed
          the Second Option Test Well, elects to not drill the Third Option Test
          Well and elects  not to pay the Third  Option  Exercise  Price and not
          begin the Third Option Period, then (a) Solaris earns an assignment of
          the Leases  within the Drilling  Block in which the Second Option Test
          Well is located, (b) the AMI is reduced to cover the lands assigned in
          the  Initial  Test Well  Assignment  and the Second  Option  Test Well
          Assignment  and (c) then Solaris  agrees to assign to NPG any interest
          Solaris may have acquired in Leases within the AMI, except any acreage
          acquired  pursuant to the Initial Test Well  Assignment and the Second
          Option  Test  Well  Assignment.  .  However,   Solaris,  after  having
          successfully  drilled and completed  the Second Option Test Well,  may
          exercise its option to purchase all of the  "Remaining  Leases" at one
          time, as set forth in Section 7 below.

               (ii) Drilling And Completion Of The Second Option Test Well As An
               -----------------------------------------------------------------
          Unsuccessful Commercial Oil and/or Gas Well.
          --------------------------------------------
               If the Second Option Test Well is an unsuccessful  commercial oil
          and/or gas well,  Solaris will not earn interest in acreage within the
          Drilling  Block in which the Second  Option Test Well is located,  and
          NPG shall have no  obligation  to assign  Solaris any  interest in the
          Leases  comprising  the Drilling Block in which the Second Option Test
          Well is located.  If Solaris  elects to quit the Nucla  Prospect after
          the  unsuccessful  Second  Option Well and not to drill a Third Option
          Test Well (as  defined  below) and elects not to pay the Third  Option
          Exercise  Price and not begin the Third  Option  Period,  then Solaris
          agrees to assign to NPG any  interest  Solaris  may have  acquired  in
          Leases  within the AMI,  except any acreage  acquired  pursuant to the
          Initial Test Well  Assignment,  and NPG and Solaris  hereby direct the
          Escrow Agent to deliver the Second Option Test Well Assignment to NPG.

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<PAGE>

          c. Expiration of Second Option Period.
          --------------------------------------
          The Second Option Period shall expire on the earlier of 12 months from
     release of the drilling rig of the Initial Test Well, but in no event later
     than  December 31, 2005 (with such date being the "End of the Second Option
     Period").  After the End of the Second Option Period,  this Agreement shall
     then be of no force and  effect  unless on or before  the End of the Second
     Option Period,  Solaris,  at its sole  discretion,  exercises its option to
     begin the Third Option Period.

     6. Third Option Period/Remaining Drilling Block.
     ------------------------------------------------
     On or before  the End of the Second  Option  Period,  Solaris,  at its sole
discretion,  may elect to pay unto NPG the "Third Option Exercise Price" for the
rights to access the Drilling  Block that was not accessed in the Second  Option
Period - either Drilling Block #2,  Drilling Block #3, or a Substitute  Drilling
Block and conduct certain operations thereon during the Third Option Period. The
Third Option Exercise Price shall be calculated in the same manner as the Second
Option Exercise Price. The Third Option Exercise Price is non-refundable. If the
Third Option  Exercise Price is not timely paid,  this Agreement shall terminate
as of End of the Second Option  Period and be of no force and effect.  Solaris's
payment of the Third Option Exercise Price shall be a condition precedent to the
effectiveness of this Agreement after the End of the Second Option Period. Third
Option Exercise Price shall be paid in cash or certified funds delivered or wire
transferred to NPG. NPG shall provide wire transfer instructions to Solaris. The
Third Option  Period shall begin at the End of the Second  Option Period and end
at the end of the "Third Option Period," as defined below.

          a. Third Option Test Well Assignment.
          -------------------------------------
          Contemporaneously  with the  payment  of the  "Third  Option  Exercise
     Price",   the  Parties  agree  to  execute  the  "Third  Option  Test  Well
     Assignment"  and place it in escrow with the Escrow Agent.  With respect to
     the Third Option Test Well  Assignment,  the Parties  agree to instruct the
     Escrow  Agent  as  follows:  (i) if  actual  drilling  operations  are  not
     commenced as provided for in Section 6.b.  below,  then the Parties  hereby
     instruct the Escrow  Agent to return the Third Option Test Well  Assignment
     to NPG or (ii) if the Third Option Test Well is completed as a well capable
     of production in paying  quantities,  then the Parties hereby  instruct the
     Escrow Agent to deliver the Third Option Test Well Assignment to Solaris.

          b. Third Option Test Well.
          --------------------------
          During the Third Option Period, Solaris (as contract operator for NPG)
     shall  commence  to drill or cause to be drilled  (with due  diligence)  an
     Option Test Well on Drilling  Block #2 to a depth of 10,000 feet,  on Block
     #3 to a depth of 11,000 feet, or on a Substitute  Drilling block to a depth
     agreed to by the Parties ("Third Option Test Well"). The depth of the Third
     Option Test Well shall be to the specified  depth or to a depth  sufficient
     to test (penetrate) the upper 50 feet of the Precambrian Basement whichever
     is the greater depth, or to another depth as agreed to by the Parties (with
     such depth being the "Target Depth").

               (i)  Drilling And  Completion  Of The Third Option Test Well As A
               -----------------------------------------------------------------
          Successful Commercial Oil and/or Gas Well.
          ------------------------------------------
               By drilling the Third Option Test Well to the Target  Depth,  and
          successfully  completing  the Third Option Test Well as a well capable
          of production in paying  quantities,  Solaris will then earn the right
          to receive an assignment  from NPG of all formations and all depths in
          the Leases  comprising  the  Drilling  Block in which the Third Option
          Test Well was drilled,  in which event NPG and Solaris hereby instruct
          the Escrow Agent to deliver the Third Option Test Well  Assignment  to
          Solaris. If Solaris,  after having drilled and successfully  completed
          the Third  Option Test Well,  elects to not to exercise  the option to
          purchase all of the Leases, as set forth below, then (a) Solaris earns
          an  assignment  of the Leases  within the Drilling  Block in which the
          Third  Option Test Well is located (b) the AMI is reduced to cover the
          lands assigned in the Initial Test Well Assignment,  the Second Option
          Test Well Assignment and the Third Option Test Well Assignment and (c)

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<PAGE>

          Solaris agrees to assign to NPG any interest Solaris may have acquired
          in Leases within the AMI, except any acreage acquired  pursuant to the
          Initial Test Well  Assignment,  the Second Option Test Well Assignment
          and the Third Option Test Well  Assignment.  However,  Solaris,  after
          having successfully  drilled and completed the Third Option Test Well,
          may exercise its option to purchase all of the  "Remaining  Leases" at
          one time, as set forth in Section 7 below.

               (ii) Drilling And  Completion Of The Third Option Test Well As An
               -----------------------------------------------------------------
          Unsuccessful Commercial Oil and/or Gas Well.
          --------------------------------------------
               If the Third Option Test Well is an  unsuccessful  commercial oil
          and/or gas well,  Solaris will not earn interest in acreage within the
          Drilling Block in which the Third Option Test Well is located, and NPG
          shall have no obligation to assign  Solaris any interest in the Leases
          comprising  the Drilling  Block in which the Third Option Test Well is
          located.  If  Solaris  elects  to quit the  Nucla  Prospect  after the
          unsuccessful  Third Option Test Well, then Solaris agrees to assign to
          NPG any interest  Solaris may have  acquired in Leases within the AMI,
          except  any  acreage  acquired  pursuant  to  the  Initial  Test  Well
          Assignment and the Second Option Test Well Assignment.

          c. Expiration of Third Option Period.
          -------------------------------------
          The Third Option  Period shall expire on the earlier of 12 months from
     release of the drilling rig of the Second Test Well,  but in no event later
     than  December  1, 2006.  After the End of the Third  Option  Period,  this
     Agreement  shall then be of no force and effect unless on or before the End
     of the Third Option Period, Solaris, at its sole discretion,  exercises its
     option to Purchase the Leases.

     7. Exercise of the Option to Purchase the Leases.
     -------------------------------------------------
     Within six months  after  successful  completion  by Solaris of a Well as a
commercial producer but on or before expiration of the Third Option Period (with
that time  being the  "Option  Period"),  Solaris  may  exercise  its  option to
purchase  all  of the  "Remaining  Leases"  at one  time,  as set  forth  below.
"Remaining Leases" are those leases held by the NPG in the AMI concurrently with
the successful completion by Solaris of a Well as a commercial producer. Solaris
may not exercise the Option for less than all of the Remaining Leases, provided,
however,  that Solaris may have already  earned an assignment of certain  Leases
within a particular Drilling Block pursuant to the Initial Test Well Assignment,
the  Second  Option  Test Well  Assignment  and/or  the Third  Option  Test Well
Assignment,  and the Leases so earned shall be excluded from the term "Remaining
Leases" for the  purposes of this  Article 7. If Solaris  fails to exercise  its
option to  purchase  all of the  Remaining  Leases,  then (a)  Solaris  earns an
assignment  of only those Leases  pursuant to the Initial Test Well  Assignment,
the Second Option Test Well Assignment and the Third Option Test Well Assignment
(if and to the extent  those  assignments  have been  made),  and (b) the AMI is
reduced to cover the lands within the exterior  boundary of the Drilling  Blocks
assigned in Initial Test Well Assignment, the Second Option Test Well Assignment
and the Third Option Test Well  Assignment and (c) then Solaris agrees to assign
to NPG any interest  Solaris may have acquired in Leases within the AMI,  except
any acreage acquired  pursuant to the Initial Test Well  Assignment,  the Second
Option Test Well Assignment and the Third Option Test Well Assignment.

                                        7
<PAGE>

          a. Option Period.
          -----------------
          If this  Agreement  is in force and effect and not  terminated  by the
     failure  to pay the  Second  Option  Exercise  Price  or the  Third  Option
     Exercise Price, as applicable,  the Option to purchase all of the Leases at
     one time shall be  exercisable at any time after  successful  completion of
     the applicable  Test Well as a commercial  producer,  but in no event later
     than the close of business on December 1, 2006 (the "Option Period").

          b. Method of Exercise.
          ----------------------
          To exercise the Option within the Option Period,  Solaris must deliver
     notice of such exercise using one of the following methods: (i) in writing,
     delivered personally, (ii) by facsimile transmission or similar means (with
     signed  confirmed  copy to follow by mail in the  manner  provided  below),
     (iii) by registered or certified mail, postage prepaid, or (iv) by delivery
     service for which a receipt is  obtained,  at the address for NPG set forth
     in the first  paragraph  of this  Agreement.  Such  notice  shall be deemed
     delivered  on the date of receipt.  NPG may  specify  any other  address by
     giving written notice to Solaris of such change.

          c. Option Effective Date.
          -------------------------
          The effective date of a purchase of the Leases  pursuant to the Option
     shall be the date NPG assigns the Leases to Solaris (the "Effective Date").

          d. Lease Purchase Option Exercise Price.
          ----------------------------------------
          The Lease  Purchase  Option  Exercise  Price  shall be  calculated  by
     multiplying  the number of gross  acres of the  "Remaining  Leases" (as set
     forth  above) as listed on  Exhibit  "B" (or  otherwise  if there are newly
     acquired  Leases)  times  the  price  per acre as set  forth in  Article  8
     (relative to the  Effective  Date).  "Gross acres" here refers to the total
     net acres rounded up to the next full acre (without fraction thereof).

          e. Final Closing and Assignment of Leases.
          ------------------------------------------
          If  Solaris   exercises  the  Option  to  purchase  the  Leases,   the
     consummation of the transaction  contemplated by this Agreement (the "Final
     Closing") shall occur on or before 30 days after exercise of the Option. At
     the Final  Closing,  (i) Solaris  shall pay NPG the Lease  Purchase  Option
     Exercise  Price by wire  transfer  or by  certified  funds,  (ii) NPG shall
     transfer,  assign and deliver unto Solaris an Assignment,  Bill of Sale and
     Conveyance of 100% of NPG's right,  title and interest in the Leases,  on a
     form mutually acceptable to the Parties (the  "Assignment"),  (iii) Solaris
     and NPG shall execute all documents  necessary to transfer operation of the
     Leases to Solaris,  and (iv) NPG shall deliver all of the original  records
     relating to the Leases to Solaris.  The Assignment  shall assign to Solaris
     100% of NPG's right,  title and interest in and to the Leases, (i) free and
     clear of all liens and encumbrances,  (ii) with a special warranty of title
     by, through and under NPG, but not  otherwise,  and (iii)  reserving  NPG's
     ORI. In addition, NPG shall also prepare, execute and deliver assignment of
     100%  of  NPG's  right,  title  and  interest  in the  Leases  on  approved
     governmental forms conveying Record Title to Solaris.  Solaris will pay all
     costs for the transfer of titles to Solaris from NPG.

          f. Development Program.
          -----------------------
          If Solaris  elects to  exercise  its option to  purchase  the  Leases,
     Solaris  shall  diligently  initiate a  development  program  (drilling  or
     seismic and drilling) on the Leases and Lands within the AMI.

                                        8
<PAGE>

     8. Acreage Price Schedule.
     --------------------------
     To determine the Second Option  Exercise  Price,  the Third Option Exercise
Price and the Lease  Purchase  Option  Exercise  Price to acquire the  Remaining
Leases pursuant to Article 7, the Parties agree to use the following Schedule to
determine the price per gross acre:

         Dates                                       Price Per Gross Acre
         -----                                       --------------------
         Execution until June 30, 2003               $ 25.00
         July 1, 2003 through Dec 31, 2003           $ 30.00
         Jan 1, 2004 through June 30, 2004           $ 35.00
         July 1, 2004 through Dec 31, 2004           $ 40.00
         Jan 1, 2005 through June 30, 2005           $ 45.00
         July 1, 2005 through Dec 31, 2005           $ 50.00
         Jan 1, 2006 through Dec 31, 2006            $ 55.00


     9. Solaris's Operations.
     ------------------------

          a. Compliance With Laws.
          ------------------------
          Solaris  agrees to  conduct  all of its  operations  on the Leases and
     within the AMI in accordance with (i) appropriate  federal,  state, county,
     town, local and other regulations and laws (collectively, "Laws"), (ii) the
     terms and  conditions of the  applicable  Leases,  and (iii) good oil field
     practices. Solaris's operations may include, without limitation, operations
     necessary  to  (a)  site,  drill,  deepen,  complete,  recomplete,  rework,
     produce,   maintain  and  plug  and  abandon  any  Well,   test  boreholes,
     underground  injection  well, or gas storage well or other wells drilled on
     the  Leases,  (b) explore  for oil and gas,  (c) conduct  seismic and other
     surveys,  (d) install flow lines,  separators,  treaters,  compressors  and
     gathering systems;  (e) transport,  store, treat, or dispose of exploration
     and production wastes; and (f) construct and/or prepare,  or reclaim a well
     site.

          b. Costs and Expenses.
          ----------------------
          Solaris and NPG agree that the entire cost, risk and expense of all of
     Solaris's  and NPG's  operations  on the Leases  shall be borne by Solaris,
     such costs to include, without limitation, any claim, demand, action, cause
     of  action,  judgment,  attorneys'  fees or  expense  of  investigation  or
     litigation for injury to or loss or destruction of property,  or for injury
     to or death of any person  arising out of or in connection  with  Solaris's
     operations.

          c. Liens and Encumbrances.
          --------------------------
          When  conducting  operations on the Leases or pursuant to the terms of
     this Agreement,  Solaris agrees it will pay all bills no later than 60 days
     after receipt  (except  where being  contested in good faith) and will keep
     the  Leases  and Lands  free and clear of all  liens  and  encumbrances  of
     whatsoever  kind and  character,  including  liens for labor  performed and
     materials   furnished,    except   "Permitted   Encumbrances."   "Permitted
     Encumbrances"  shall mean (i)  statutory  liens such as liens for taxes not
     due and other such liens and encumbrances  that attach by operation of law,
     (ii) liens and  encumbrances on the Lands or the Leases that were in effect
     at the time that the Leases  were  acquired  by NPG,  (iii) liens and other
     encumbrances  that  attached  to the  Leases or the Lands by actions of NPG
     prior to  Solaris's  assumption  of operation of the Leases and (iv) liens,
     encumbrances,  and security interests arising from any operating  agreement
     executed by Solaris in connection  under this Agreement.  Solaris agrees to
     indemnify,  defend  and  hold  harmless  and  Release  NPG from any and all
     claims,  demands,  losses,  damages  and  liabilities  arising  out  of  or
     resulting  from any such liens and  encumbrances,  other than the Permitted
     Encumbrances,  and to  furnish  NPG,  promptly  upon  NPG's  request,  with
     reasonable  evidence  of the  payment of all  charges  and  obligations  in
     connection with Solaris's operations.

                                        9
<PAGE>

          d. Rentals.
          -----------
          During  the term of this  Agreement,  Solaris  agrees to pay all delay
     rentals due on all Leases within the AMI (including  newly acquired Leases)
     at least 30 days prior to the due date for each rental. To NPG's knowledge,
     the rental due dates and amounts for each lease are set forth in Exhibits G
     and H. If  Solaris  fails to pay such  rentals,  NPG may  elect in its sole
     discretion to pay such rentals. If NPG pays delay rentals due on any of the
     Leases,  then NPG shall invoice Solaris for the full amount of the rent and
     Solaris  agrees to pay such invoices  within 30 business  days.  Failure of
     Solaris to reimburse delayed rental paid by NPG for a specific lease within
     30 days after the  anniversary  date of the lease will result in that lease
     being  excluded  from the AMI and the Lease  remaining  the property of the
     NPG.  In  addition,  Solaris  agrees to  reimburse  NPG for the 2002 rental
     payments  (totaling  $14,978.00)  on or  before  July  31,  2003;  provided
     however,  that Solaris'  failure to make such payment  shall  automatically
     terminate  this  Agreement in which event,  (i) Solaris agrees to assign to
     NPG any  interest  Solaris may have  acquired in Leases  within the AMI and
     (ii) NPG and Solaris  hereby direct the Escrow Agent to deliver the Initial
     Test Well Assignment to NPG.

          e. Release/Surrender of Leases.
          -------------------------------
          After the assignment of Leases by NPG to Solaris,  Solaris is expected
     to  maintain  each lease  through  payment of rentals  and  renewal  (where
     applicable) during the term of this Agreement, the primary and renewal term
     of each  such  lease,  or the term of the  AMI,  whichever  is the  lesser.
     However,  if  Solaris  desires  to  surrender  any lease or any part of the
     acreage covered by any Lease through non-payment of rental,  Solaris agrees
     to notify NPG at least 45 days in advance of the anniversary date specified
     in said  Lease.  NPG shall then have 15 days after  receipt of such  notice
     within which to elect to take a  reassignment  of such Lease or any portion
     thereof.  If NPG elects to receive such a  reassignment,  Solaris agrees to
     deliver an Assignment of the Lease to NPG within 10 days of NPG's  election
     to receive a  reassignment  of such Lease.  In addition,  Solaris agrees to
     reassign to NPG any lease upon which a completed well has not been drilled,
     on or before 6 months prior to the  expiration  of the primary term of such
     Lease. All such reassignments shall be made free of any liens, encumbrances
     or  burdens  and with a  special  warranty  of title by  through  and under
     Solaris, but not otherwise.

          f. Drilling and Completion of Wells.
          ------------------------------------
          Solaris  agrees to  notify  NPG  immediately  of all  material  events
     occurring on the Leases, including,  without limitation,  when the location
     for each Well is staked,  when the  material  for the  drilling  thereof is
     moved to the location and when actual drilling is commenced.

               i. Drilling Reports.
               --------------------
               Solaris agrees to follow other notice requirements and provisions
          set forth on  Exhibit  "I".  Solaris  agrees to  furnish  to NPG daily
          drilling  reports and other  information  as described in Exhibit "I".
          The  Parties  agree  that  such  daily  reports  are  proprietary  and
          confidential  to Solaris  and NPG.  During and  immediately  after the
          drilling of a Well,  NPG shall have the  opportunity  to examine  Well
          cuttings, test data, and electrical logs.

                                       10
<PAGE>

               ii. Well Completion.
               --------------------
               If Solaris,  in its sole discretion,  determines that any Well is
          capable of  producing  oil,  gas and/or any other  related  product in
          commercial quantities, Solaris agrees to run such production string as
          Solaris deems as adequate,  and attempt to complete each Well. If such
          completion is successful, Solaris shall equip each Well for production
          through  and  including  such  tanks,  separator  and other  equipment
          necessary to complete the Well. The Well  Completion Date shall be the
          date of completion of the Well as filed and recorded with the Colorado
          Oil and Gas Conservation Commission.

               iii. Plugging and Abandonment of a Well.
               ----------------------------------------
               If  Solaris  determines  that  any  Test  Well  is  incapable  of
          producing  oil,  gas and/or any other  related  product in  commercial
          quantities and that such Well should be plugged and abandoned, Solaris
          shall promptly  notify NPG of such  determination  by telephone  (with
          written  confirmation  to follow) or by facsimile or E-mail (with such
          notice  being  Solaris's  "P&A  Notice").  If  NPG  agrees  with  this
          determination (and its failure to respond in the manner and within the
          time indicated below shall constitute  agreement),  Solaris agrees, at
          Solaris sole cost and expense,  to plug and abandon each such Well and
          reclaim  the  Well  site  all  in  accordance  with  applicable  Laws,
          applicable leases, easements and surface use agreements.

               iv. Well Takeover by NPG.
               -------------------------
               After NPG's receipt of Solaris's  P&A Notice,  NPG shall have the
          right to take over the Well by so notifying  Solaris,  within 24 hours
          for a drilling Well or within 5 business days for a completed Well, of
          NPG's  receipt of the P&A  Notice.  During such 24 hours or 5 business
          days,  Solaris  shall  provide  to NPG with  copies of the test  data,
          electrical   logs  and  other  data  and  information  not  previously
          provided, and if it has not already happened, give NPG the opportunity
          to examine well  cuttings and other  physical  aspects of the Well and
          Well site. If NPG elects to take over such drilling or completed Well,
          Solaris shall assign the Well and  associated  acreage  covered by the
          applicable Lease (the spacing unit  attributable to Well) to NPG on an
          Assignment,  Bill of Sale and Conveyance ("Assignment") containing the
          following provisions:  (i) Solaris shall warrant title to the Well and
          associated  acreage from and against all persons  claiming by, through
          and under Solaris, but not otherwise, (ii) all personal property shall
          be conveyed "as is where is," (iii) NPG agrees to be  responsible  for
          all costs and  expenses  attributable  to the period of time after the
          assignment  and  Solaris  agrees to be  responsible  for all costs and
          expenses  attributable  to the period of time before the  assignment ,
          and (iv) Solaris agrees to transfer  operations on the Well to NPG. If
          NPG elects to takeover a Well, Solaris shall lose the right to receive
          an assignment of the  applicable  spacing unit under the terms of this
          Agreement. If NPG elects to take over the Well,  consideration for the
          Assignment  shall  be the  fair  market  value  of all  equipment  and
          fixtures in the Well, less the estimated costs to plug and abandon the
          Well and restore the Well Site in accordance  with all applicable Laws
          and  the  terms  and   condition   of  the   applicable   Leases.   As
          substantiation  for the cost of the  Well's  equipment  and  fixtures,
          Solaris  agrees to furnish NPG with  satisfactory  proof of payment of
          all  costs  and  expenses  of such  Well up until the time the same is
          taken over by NPG.

               v. Substitute Well/Replacement Well.
               ------------------------------------
               During  the   drilling   of  a  Well,   if   Solaris   encounters
          "impenetrable  substances"  or other  drilling  conditions  beyond its
          control making the drilling of the Well  impractical  before  reaching
          the  target  depth,  or if the Well is a dry hole or is a well that is
          not capable of  production in paying  quantities,  Solaris may, at its

                                       11
<PAGE>

          option,  commence  the  actual  drilling  of a  "Substitute  Well"  of
          "Replacement  Well"  within  90 days  from  the  time  the  respective
          original Well is abandoned because of such substance or condition that
          is encountered,  in which case the Substitute Well or Replacement Well
          shall be  considered  the  original  Well for all  purposes,  provided
          however,  that  Solaris and NPG agree that the End of the First Option
          Period,  End of the  Second  Option  Period,  End of the Third  Option
          Period,  and the end of the Option  Period may not be  extended by the
          provisions of this section.

     10. Solaris's Access to NPG's Data.
     -----------------------------------
     During  the term of this  Agreement,  NPG shall make  available  to Solaris
copies of all data, maps, and studies within the AMI (as defined below),  to the
extent not prohibited by contractual restrictions.

     11. Area of Mutual Interest.
     ----------------------------
     To  facilitate  the  development  of  the  oil,  gas,  and  other  minerals
(including  helium) under Leases and other lands  identified by NPG, Solaris and
NPG hereby create an area of mutual  interest (the "AMI")  covering lands within
the outline set forth on Exhibits  "C" and "D".  The term of the AMI shall begin
on the date this  Agreement  is executed  and shall  expire at the earlier of 10
years  from  the date of this  Agreement  but in no event  later  than  close of
business on December 31, 2013.

          a. NPG's Acquisition.
          ---------------------
          If NPG  acquires an oil and gas  interest  during the term of the AMI,
     said  interest will be offered to Solaris at the actual  acquisition  costs
     (which shall include all  reasonable  field costs and related  expenses for
     such  acquisition),  and such offer will be made within 20 working  days of
     acquisition  of the  interest.  Solaris shall have 20 days after receipt of
     written notice of the acquisition  and the terms and provisions  thereof in
     which to elect to acquire a 100% interest in such  acquisition.  If Solaris
     elects to acquire said interest, the lease so acquired shall be assigned to
     Solaris, subject to NPG's ORI. All of NPG's acquisition costs and recording
     fees will be promptly  reimbursed/paid by Solaris. If Solaris elects not to
     acquire the oil and gas interest,  such interest shall be excluded from the
     AMI and remain property of NPG.

          b. Solaris's Acquisition.
          -------------------------
          If Solaris  acquires  oil and gas  interests  within the AMI,  Solaris
     agrees to assign NPG NPG's ORI within 30  business  days after  Solaris has
     received title for each new assignment.

          c. Notification.
          ----------------
          If NPG or Solaris or any third party, agent,  subsidiary,  assignee or
     successor to either Party (the "Acquiring  Party") secures a new lease or a
     top-lease,  a lease renewal or extension thereof or secures a farmin or the
     right to acquire any of the  foregoing,  which is within the AMI,  then the
     Acquiring Party shall promptly  notify the other Party (the  "Non-Acquiring
     Party") of the  acquisition.  Such notice  shall also include a copy of the
     lease, title information, and any other relevant documents or information.

          d. New Lease Forms.
          -------------------
          The Parties  shall use their best efforts when  obtaining  new oil and
     gas leases within the AMI to secure leases on  substantially  the same form
     (type)  of  leases  and on the  same or  better  terms  (e.g.  Net  Revenue
     Interest, primary term, etc.) as obtained for NPG's leases in Exhibit "B".

                                       12
<PAGE>

          e. AMI Boundary Modification.
          -----------------------------
          The AMI boundary can be expanded,  contracted or otherwise modified at
     any time with mutual written consent of the Parties.

          f. Reduction of the AMI Boundary.
          ---------------------------------
          If Solaris  elects not to extend the  Agreement  to the Second  Option
     Period or Third  Option  Period or elects  not to  acquire  the rest of the
     Leases  pursuant to its  exercise of the Option  pursuant to Section 7, the
     Parties agree to reduce the AMI to the Drilling Block(s) which have already
     been assigned to Solaris.

          g. Leases Inside and Outside the AMI.
          -------------------------------------
          If any oil and gas interest  acquired  hereunder  covers  acreage both
     within  and  outside  the joint  AMI,  the  Parties  agree that all of such
     interest shall be deemed to be within the AMI.

     12. NPG's ORI.
     --------------
     All  Leases  to be  assigned  to  Solaris  pursuant  to the  terms  of this
Agreement,  or new leases  acquired by Solaris under the terms of the AMI, shall
be subject to a reserved  overriding  royalty  interest in favor of NPG equal to
the difference  between existing leasehold burdens and 20% (with such overriding
royalty  being  "NPG's  ORI");  provided  that NPG's ORI shall be, at a minimum,
2.5%,  which in the worst case would reduce  Solaris's NRI to less than or equal
to 78.5%.  Solaris agrees that NPG may apportion  NPG's ORI among the members of
the NPG without Solaris's involvement.

          a. Proportionate Reduction.
          ---------------------------
          If (i) any of the new oil and gas  interests  so  acquired  by Solaris
     cover  less than the full  "Working  Interest"  ("WI"),  or (ii) if a Lease
     covers  less than 100% of the  mineral  estate in the land,  or (iii) NPG's
     owns less net mineral  acres in the Leases than as set out on Exhibit  "B",
     the ORI assigned to NPG shall be reduced proportionately.

          b. Burdens.
          -----------
          The NPG ORI shall (i) not bear any of the costs of producing, storing,
     separating, treating, dehydrating, processing, gathering or transporting or
     otherwise making the oil gas and leased substances produced from the leases
     in question  ready for sale,  except taxes  applicable to said interest and
     the production  attributable  thereto,  and (ii) remain effective as to all
     extensions,  replacements,  new leases, and renewals of the Leases acquired
     by Solaris and its successors,  assigns,  within 6 months of the expiration
     of the existing lease.

     13. Title Matters.
     ------------------
     NPG owns  approximately  40,547 net acres and  approximately  43,007  gross
acres located in Montrose County,  Colorado,  as outlined on the plat in Exhibit
"C". NPG does not warrant  title to the Leases.  However,  NPG does warrant that
the Leases are free of liens and encumbrances created by NPG, and to the best of
NPG's knowledge,  the Leases are free and clear of other liens and encumbrances.
At Solaris's request,  and at Solaris's expense, NPG will provide Solaris copies
of  NPG's  oil  and  gas  leases  and all  associated  documents,  stipulations,
restrictions,  abstracts  of title,  opinions on title,  certificates  of title,
related  correspondence  with the lessor, and evidence of delay rental payments.
Solaris  shall  bear the full cost of any title  search as may be  necessary  to
satisfy itself as to NPG's  interest in said Leases,  and the failure of Solaris
to timely  reject any of such titles  shall be deemed an  acceptance  thereof by
Solaris. Prior to drilling a Well, Solaris shall cause a title examination to be
made by an attorney  evidencing the title to the drill site lease to be free and
clear or any and all title defects which would preclude the drilling of the Well
by a reasonable  prudent Operator.  Solaris agrees to furnish a copy of all such
title opinions to NPG.

                                       13
<PAGE>

     14. Development Program.
     ------------------------
     If Solaris  elects to exercise its option to purchase  the Leases,  Solaris
shall  diligently  initiate a  development  program  (drilling  or  seismic  and
drilling) on the Leases and Lands within the AMI.

     15. Helium.
     -----------
     The Parties  acknowledge that Helium may be present under the Leases and/or
within the AMI. The Leases obtained from the Bureau of Land Management grant the
lessee the exclusive  right to drill for, mine,  extract,  remove and dispose of
all oil and gas (except  helium) in the lands  covered by the  Leases.  Based on
past  practices  of the Federal  Government  in not  extracting  helium from gas
production, the right to collect and sell helium from the Wells will most likely
be given to the lessee of the Federal  leases.  If Helium is found in commercial
quantities, and if a cryogenic gas plant is necessary to recover helium from the
produced gas, Solaris agrees that if such a cryogenic gas plant is installed, to
compensate  NPG for their  respective  share of the helium  production  based on
NPG's ORI.  The same ORI would  apply to any carbon  dioxide  production  or the
recovery of any other  commercial  vaporous and/or liquid product from any Well.
If  such  a  cryogenic  gas  plant  is  necessary,  NPG's  ORI  shall  bear  its
proportionate  share of the costs of such  plant as a cost to be  deducted  when
calculating NPG's ORI. The total project costs and expenses (including interest)
to build such plant will be amortized over a 7-year period, or such other period
as agreed to by the  Parties,  and the costs to run the plant and  separate  the
helium shall be calculated accordingly.

     16. Seismic Surveys.
     --------------------
     The  Parties  anticipate  that  Solaris  will  conduct 2D and/or 3D seismic
surveys of the Leases and Lands within the AMI ("Seismic Surveys").  The Parties
agree that the Parties shall jointly own the Seismic  Surveys.  After completion
of a Seismic Survey,  and at no cost to NPG, Solaris shall provide NPG copies of
the Seismic  Survey,  including  digital records and paper copies of the program
data, field recordings,  velocity analyses, section displays, and any other data
related to the seismic program(s). Solaris shall also provide NPG (at no cost to
NPG) joint ownership of any other new or previous  geophysical  surveys (seismic
gravity, aeromagnetics,  etc.) and copies of any other new surface studies (soil
gas,  aerial  photography,  and so forth) by or for Solaris in the evaluation of
the lands within the Nucla Prospect, to the extent Solaris is legally allowed to
provide such data.

     17. Insurance.
     --------------
     Solaris,  whether acting as the Operator or not, shall require Operator and
contractors to carry  appropriate  insurance as required by the Colorado Oil and
Gas  Conservation  Commission and any other governing agency in the operation of
any oil and gas well  within  the AMI  during  the term of this  Agreement,  and
Solaris shall furnish NPG certificates or other  sufficient  documentation as to
such insurance coverage prior to the commencement of drilling operations, naming
NPG as an additional insured.

     18. Apportionment of Liabilities and Obligations.
     -------------------------------------------------

          a. Solaris's Assumption of Liabilities and Obligations.
          -------------------------------------------------------
               After execution of this  Agreement,  Solaris agrees to assume and
          pay, perform,  fulfill and discharge of all claims,  costs,  expenses,
          liabilities and obligations  accruing or relating to all operations on
          the  Leases  and within  the AMI after  execution  of this  Agreement,
          including,  without  limitation,  the  payment of delay  rentals,  the
          payment of taxes,  royalties  and  overriding  royalties on production
          from the  Leases,  and the  obligation  to plug and  abandon all Wells
          located on the Lands and reclaim  all Well sites  located on the Lands
          (collectively, the "Assumed Liabilities").

                                       14
<PAGE>

          b. NPG's Retention of Liabilities and Obligations.
          --------------------------------------------------
          After  execution of this  Agreement,  NPG agrees to retain all claims,
     costs,  expenses,  liabilities and obligations  accruing or relating to its
     operations  on  the  Leases  prior  to  the  execution  of  this  Agreement
     (collectively, the "Retained Liabilities").

     19. Indemnification.
     --------------------
     "Losses" shall mean any actual losses,  costs,  expenses  (including  court
costs,  reasonable fees and expenses of attorneys,  technical experts and expert
witnesses and the cost of investigation),  liabilities, damages, demands, suits,
claims,  and  sanctions  of every kind and  character  (including  civil  fines)
arising from,  related directly or indirectly or reasonably  incident to matters
indemnified against; excluding however any special,  consequential,  punitive or
exemplary  damages,  loss of profits incurred by a Party hereto or Loss incurred
as a result of the indemnified Party indemnifying a third party. After execution
of this Agreement, the Parties shall indemnify each other as follows:

          a. Solaris's Indemnification of NPG.
          ------------------------------------
          Solaris  assumes  all  risk,  liability,   obligation  and  Losses  in
     connection with, and shall defend,  indemnify,  save and hold harmless NPG,
     its members, partners, officers, directors,  employees and agents, from and
     against all Losses which arise from or in  connection  with (i) the Assumed
     Liabilities  (ii) any matter for which  Solaris has agreed to indemnify NPG
     under this Agreement, and (iii) any breach of this Agreement by Solaris.

          b. NPG's Indemnification of Solaris.
          ------------------------------------
          NPG assumes all risk,  liability,  obligation and Losses in connection
     with,  and shall defend,  indemnify,  save and hold harmless  Solaris,  its
     officers,  directors,  employees  and  agents,  from and against all Losses
     which arise from or in connection with (i) the Retained  Liabilities,  (ii)
     any  matter  for  which NPG has  agreed to  indemnify  Solaris  under  this
     Agreement, and (iii) any breach of this Agreement by NPG.

          c. Release.
          -----------
          Solaris  shall be deemed to have  released NPG at the Closing from any
     Losses for which  Solaris has agreed to indemnify  NPG  hereunder,  and NPG
     shall be deemed to have released Solaris at the Closing from any Losses for
     which NPG has agreed to indemnify Solaris hereunder.

     20. Relationship of the Parties.
     --------------------------------
     With  respect  to this  Agreement  and the AMI,  each  Party  shall  not be
considered  the agent,  partner,  employee or fiduciary of any other Party,  nor
shall this Agreement or the AMI be construed as creating a mining partnership or
other  partnership  or  association.  Accordingly,  each Party to this Agreement
shall be responsible  for its own  obligations,  expenses and costs.  All of the
obligations and liabilities shall be several and not joint or collective. If for
Federal Tax purposes,  this Agreement or the  relationship  established  thereby
shall be regarded as a partnership,  then the Parties elect not to be treated as
partners,  and this  Agreement  and the  relationship  created  thereby does not
constitute a partnership under the Internal Revenue Code, as amended.

                                       15
<PAGE>

     21. Independent Investigation.
     ------------------------------
     Solaris is experienced and knowledgeable in the oil and gas business and is
aware of its risks.  Solaris  acknowledges  and agrees that NPG has not made any
representations  or warranties,  express or implied,  written or oral, as to the
accuracy or completeness of the information  relating to the Leases furnished or
to be  furnished  to  Solaris  or its  representatives  by or on  behalf of NPG,
including without limitation any estimate of the value of the Leases or reserves
or any projections as to future events. In entering into this Agreement, Solaris
acknowledges and affirms that it has relied and will rely solely on the terms of
this Agreement and upon its independent  analysis,  evaluation and investigation
of, and judgment with respect to, the business,  economic,  legal,  tax or other
consequences of this transaction, including without limitation, its own estimate
and appraisal of the extent and value of the Leases, and the petroleum,  natural
gas and other reserves  associated  with the Leases.  Solaris's  representatives
have  visited,  or prior to Closing  will visit the offices of NPG and have been
given  opportunities to examine the materials  related to the Leases.  Except as
expressly  provided  in this  Agreement,  NPG  shall not have any  liability  to
Solaris or its affiliates,  agents,  representatives or employees resulting from
any use,  authorized  or  unauthorized,  of the  Background  Materials  or other
information relating to the Leases provided by or on behalf of NPG.

          a.  Solaris  may  disclose  to  its  investors,  potential  investors,
     financial advisors,  bankers, and other third parties, NPG's illustrations,
     interpretations  and written  technical  opinions (NPG's product)  together
     with NPG's identity of authorship.  However,  Solaris agrees to provide NPG
     with the final text of any documents  that are to be  distributed  to third
     parties in written or  electronic  format,  that make  reference  to NPG or
     NPG's  product,   or  reproduce  NPG's  product  in  any  form,   prior  to
     distribution of the document for NPG's review and written  approval,  which
     approval will not be withheld unreasonably. NPG will be furnished a copy of
     the document in the form in which it is to be distributed.

          b. Solaris  agrees to  indemnify,  defend and hold harmless the NPG to
     the extent  permitted by law, from and against the entirety of all actions,
     suits, proceedings, hearings, investigations,  charges, complaints, claims,
     demands,  injunctions,  judgments, orders, decrees, rulings, damages, dues,
     penalties,  fines,  costs amounts paid in settlement,  liabilities  (of any
     kind  whatsoever,  whether due or to become due,  including  liability  for
     taxes),  obligations taxes (of whatsoever,  including any interest, penalty
     or addition  thereof,  whether disputed or not),  liens,  losses,  expenses
     damages and fees, including court costs and reasonable  attorneys' fees and
     expenses that the NPG may suffer  resulting from,  arising out of, relating
     to, in the  nature of or caused by the  Solaris  in  conjunction  with this
     engagement,  excluding  from such,  indemnity  damages  caused by the NPG's
     fraud, gross negligence, misrepresentation,  violation or alleged violation
     of law, or willful  misconduct.  The  termination  of any  action,  suit or
     proceeding  by  settlement  shall  not  create a  presumption  that the NPG
     committed gross negligence,  fraud, willful misconduct or knowing violation
     of law or regulation.

     22. Miscellaneous.
     ------------------

          a. Assignment.
          --------------

               (i) Prior to the first Well being  drilled by NPG within the AMI,
          Solaris may not  transfer,  assign or sell this  Agreement  (all or in
          part) to a third party or another entity without prior written consent
          of NPG, which consent shall not be unreasonably withheld. Any Assignee
          of this  Agreement  shall be  specifically  bound by the terms of this
          Agreement.

                                       16
<PAGE>

               (ii)  After the first  Well is  drilled  by NPG  within  the AMI,
          Solaris may transfer,  assign or sell this  Agreement (all or in part)
          to a third party or another  entity  without prior written  consent of
          NPG. Any Assignee of this Agreement shall be specifically bound by the
          terms of this Agreement.

          b. Successors.
          --------------
          Subject to limitations set forth in this Agreement, this Agreement and
     all provisions hereof shall inure to the benefit of and be binding upon the
     Parties   hereto,   their   heirs,    personal    representatives,    legal
     representatives,  devisees,  successors and assigns, and terms hereof shall
     be deemed to run with the  Leases,  wells,  and  other  interests  included
     within the AMI.

          c. Force Majeure.
          -----------------
          Solaris  shall  not  be  liable  for  failure  to  perform  any of its
     obligations  hereunder during periods in which  performance is prevented by
     any cause  reasonably  beyond its  control,  which causes  hereinafter  are
     called "Force Majeure". For the purpose of this Agreement,  the term "Force
     Majeure"  shall  include,  but  shall not be  limited  to,  fires,  floods,
     windstorms,   snowstorms,   subfreezing  temperatures  that,  under  normal
     oilfield  practices in the area,  render  operations  impractical and other
     damage from the elements,  strikes, riots, unavailability of transportation
     or necessary equipment, action of governmental authority,  litigation, acts
     of God and acts of the public enemy.  The term of this  Agreement  shall be
     extended  for a  period  equal  to the  period  for  which  performance  is
     suspended by reason of Force  Majeure when such period equals or exceeds 96
     consecutive hours. All periods of Force Majeure shall be deemed to begin at
     the time Solaris stops  performance  hereunder by reason of Force  Majeure.
     Solaris  shall  notify NPG of the  beginning  and ending  date of each such
     Force Majeure period.  Notwithstanding the foregoing, Solaris and NPG agree
     that the End of the First Option  Period,  End of the Second Option Period,
     End of the Third Option Period, and the end of the Option Period may not be
     extended by events of Force Majeure.

          d. Notices.
          -----------
          All  notices  and  communications  required  or  permitted  under this
     Agreement  shall be in writing and  addressed  as set forth on Exhibit "A".
     Any  communication or delivery  hereunder shall be deemed to have been duly
     made  and  the  receiving  Party  charged  with  notice  (i) if  personally
     delivered,  when received, (ii) if sent by Email or facsimile transmission,
     when received, (iii) if mailed by certified mail, return receipt requested,
     5 business days after mailing,  or (iv) if sent by overnight  courier,  one
     day after sending. No change in any notice information contained in Exhibit
     "A" shall be deemed  effective until written  notification of the change is
     duly submitted to the other Parties.

          e. Article Headings/Exhibits.
          -----------------------------
          The Article and Section  headings  contained in this Agreement are for
     convenience  of reference  only and shall not restrict or otherwise  modify
     provisions  and conditions or the  interpretation  of this  Agreement.  All
     references  to  Exhibits  refer  to  Exhibits  that  are  attached  to this
     Agreement and thereby made a part of this Agreement.

          f. Governing Law.
          -----------------
          This  Agreement and any  arbitration or dispute  resolution  conducted
     pursuant hereto shall be construed in accordance with, and governed by, the
     laws of the State of Colorado  without  reference  to the  conflict of laws
     principles. Forum and venue shall be exclusively in Denver, Colorado.

                                       17
<PAGE>

          g. Severability.
          ----------------
          The provisions of this Agreement are intended to be severable.  If any
     term or provision  hereof is illegal or invalid for any reason  whatsoever,
     such illegality or invalidity  shall not affect the legality or validity of
     the remainder of this Agreement.

          h. Entire Agreement.
          --------------------
          This Agreement  constitutes  the entire  understanding  of the Parties
     with respect to the subject  matter hereof in lieu of any prior  agreement,
     whether  written or oral. This Agreement may be amended or modified only by
     a written agreement signed by the Parties.

          i. Dispute Resolution.
          ----------------------
          The Parties  agree to  negotiate in good faith in an effort to resolve
     any dispute related to this  Agreement.  If a dispute cannot be resolved by
     negotiation, the dispute shall be submitted to non-binding mediation and/or
     arbitration  before resorting to litigation.  Results of the mediation must
     be documented in writing and distributed  between the Parties.  If the need
     for  mediation  arises,  the  Parties  shall  choose a mutually  acceptable
     mediator.  The Parties to the dispute must agree before any  settlement  is
     binding.  The Parties  (NPG 50% and Solaris  50%) shall  equally  share the
     costs  for  the  mediator   and   mediation   services.   If  mediation  is
     unsuccessful,  or if the  Parties  so elect,  the  Parties  may  submit all
     differences and disputes related to this Agreement to arbitration  before a
     panel of three arbitrators in Denver County, Colorado, one of whom shall be
     named by one Party, one of whom shall be named by the other Party, and with
     the  two  selected   arbitrators  then  selecting  or  appointing  a  third
     arbitrator (the  "Arbitrators").  The decision of the Arbitrators shall not
     be binding on the Parties  unless the  Parties so agree prior to  beginning
     the arbitration process. The Parties agree to equally share all arbitration
     costs and expenses  (NPG 50% and Solaris 50%).  Results of the  arbitration
     must be documented in writing and  distributed to the Parties.  The Parties
     agree  that the  arbitration  shall be  conducted  in  accordance  with the
     Commercial Arbitration Rules of the American Arbitration Association.

          j. Attorney's Fees.
          -------------------
          (i) If any  action at law or in  equity is  necessary  to  enforce  or
     interpret  the  terms of this  Agreement,  the  prevailing  Party  shall be
     entitled to its reasonable  attorneys' fees, costs, and necessary expenses,
     in additional to any other relief to which that Party may be entitled. (ii)
     On or before the earlier of drilling of the first well on the Leases,  July
     31, 2003 or closing of a  transaction  that either  funds the  drilling and
     development as contemplated by this Agreement or that capitalizes  Solaris,
     Solaris agrees to pay all of NPG's  attorney's  fees incurred in connection
     with the  negotiation  and  execution of this  Agreement,  such fees not to
     exceed $15,000.

          k. Waiver.
          ----------
          Failure of NPG or Solaris to enforce any article or  provision of this
     Agreement shall not constitute a waiver of such article or provision or any
     other  article  or  provision.  Should  any  article  or  provision  of the
     Agreement be held void, invalid, unenforceable or illegal, the validity and
     enforceability  of the other  articles or provisions  shall not be affected
     thereby.

                                       18
<PAGE>

          l. Signatory Power.
          -------------------
          Solaris  represents and warrants that Lynn S. Faust has full power and
     authority  to execute  this  Agreement  on behalf of Solaris  and that such
     Agreement  is binding on Solaris and  enforceable  in  accordance  with its
     terms,  free of any claim(s) with respect to the Leases and Lands (AMI), or
     any part  thereof,  and Solaris  agrees to indemnify  and hold NPG free and
     harmless from any such claims and obligations.

          m. Counterpart Signatures/Fax Signatures.
          -----------------------------------------
          This  Agreement may be executed in one or more  counterparts,  each of
     which shall be deemed to be an original, and all of which together shall be
     deemed to constitute one and the same  instrument.  This Agreement shall be
     effective if each Party has executed and delivered at least one counterpart
     hereof  by  facsimile,  followed  by  an  originally  executed  hard  copy.
     Facsimile signatures are considered binding.

          n. Notice of Default.
          ---------------------
          If either Party is in default under the terms of this  Agreement,  the
     "Non-Defaulting  Party" agrees to give the Defaulting  Party notice of such
     default and the  opportunity  to cure such default  before  exercising  its
     rights and remedies under the terms of this  Agreement;  provided  however,
     that Solaris and NPG agree that the End of the First Option Period,  End of
     the Second Option Period,  End of the Third Option  Period,  and the end of
     the Option Period may not be extended by the provisions of this section.

                                   SIGNATURES:
                                   -----------

     The Parties  hereto have executed this  Agreement on the dates set forth in
the acknowledgments below.

         SOLARIS:


         SOLARIS EXPLORATION, INC.


         By: /s/ Lynn S. Faust
            --------------------------------------------------------------------
            Lynn S. Faust, Vice President


         NPG:

         NUCLA PROSPECT GROUP:


         PLATEAU EXPLORATION, INC.,

         By: /s/ Donald L. Rasmussen
            --------------------------------------------------------------------
            Donald L. Rasmussen, President,

                                       19
<PAGE>


         THE ESTATE OF A.W. CULLEN

         By: /s/ Ms. Janine Goldberg
            --------------------------------------------------------------------
            Ms. Janine Goldberg, Personal Representative



         WYOMING OIL & MINERALS, INC.,

         By: /s/ Mr. Bill M. Conrad
            --------------------------------------------------------------------
            Mr. Bill M. Conrad, President



         AMARADO OIL COMPANY, INC

         By: /s/ David A. Dachner
            --------------------------------------------------------------------
            David A. Dachner, President



         KODIAK RESOURCES, INC.,

         By: /s/ Matthew J. Telfer
            --------------------------------------------------------------------
            Matthew J. Telfer, President


                                       20
<PAGE>


                                ACKNOWLEDGMENTS:
                                ----------------


STATE OF ______________)
                       ) ss.
COUNTY OF ____________

     The  foregoing  instrument  was  acknowledged  before  me this  ____ day of
February, 2003 by Lynn S. Faust, as Vice President of Solaris Exploration, Inc.,
a Texas corporation, on behalf of said corporation.

         Witness my hand and official seal.
         My commission expires:  __________
                                                  ___________________________
                                                         Notary Public




STATE OF ______________)
                       ) ss.
COUNTY OF ____________

     The  foregoing  instrument  was  acknowledged  before  me this  ____ day of
February,  2003 by Donald L.  Rasmussen,  as President  of Plateau  Exploration,
Inc., a Colorado corporation, on behalf of said corporation..

         Witness my hand and official seal.
         My commission expires:  __________
                                                  ___________________________
                                                       Notary Public




STATE OF ______________)
                       ) ss.
COUNTY OF ____________

     The  foregoing  instrument  was  acknowledged  before  me this  ____ day of
February 2003 by Ms. Janine Goldberg,  as Personal  Representative of The Estate
Of A. W. Cullen.

         Witness my hand and official seal.
         My commission expires:  __________

                                                  ___________________________
                                                       Notary Public

                                       21
<PAGE>




STATE OF ______________)
                       ) ss.
COUNTY OF ____________

     The  foregoing  instrument  was  acknowledged  before  me this  ____ day of
February 2003 by Mr. Bill M. Conrad,  President of Wyoming Oil & Minerals, Inc.,
a Wyoming corporation, on behalf of said corporation..

         Witness my hand and official seal.
         My commission expires:  __________

                                                  ___________________________
                                                       Notary Public




STATE OF ______________)
                       ) ss.
COUNTY OF ____________

     The  foregoing  instrument  was  acknowledged  before  me this  ____ day of
February 2003 by David A. Dachner, as President of Amarado Oil Company,  Inc., a
Texas corporation on behalf of said corporation. .

         Witness my hand and official seal.
         My commission expires:  __________

                                                  ___________________________
                                                       Notary Public





STATE OF ______________)
                       ) ss.
COUNTY OF ____________

     The  foregoing  instrument  was  acknowledged  before  me this  ____ day of
February 2003 by Matthew J. Telfer,  as President of Kodiak  Resources,  Inc., a
Texas corporation on behalf of said corporation.

         Witness my hand and official seal.
         My commission expires:  __________

                                                  ___________________________
                                                       Notary Public


                                       22
<PAGE>

                                List of Exhibits

      Exhibit        Description
      -------        -----------
        A.           Parties to this Agreement.
        B.           Lease Schedule and Offered Acreage.
        C.           Map of AMI boundary and Leasehold Acreage.
        D.           Area of Mutual Interest (AMI).
        E.           Initial and Option Drilling Blocks.
        F.           Map of Initial and Option Drilling Blocks.
        G.           Federal Lease Rental Schedule and Amounts Due through 2004.
        H.           Fee Lease Rental Schedule and Amounts Due through 2004.
        I.           Drilling and Geological Requirements.

                                       23
<PAGE>


                           Exhibit A - NUCLA PROSPECT
                            PARTIES OF THE AGREEMENT


1.  SOLARIS EXPLORATION, INC.
    -------------------------
         Solaris Exploration, Inc.
              Ms. Lynn S. Faust, Vice President
              16800 Imperial Valley Drive, Ste 380
              Houston, TX 77060
              Daytime Telephone:                     (281) 931-8933
              Facsimile:                             (281) 931-8655
              E-mail:                                lsfrel@sbcglobal.net
                                                     --------------------

2.  NUCLA PROSPECT GROUP
         Plateau Exploration, Inc.
              Mr. Donald L. Rasmussen, President*
              1645 Court Place, Suite 312
              Denver, Colorado 80202-4507
              Daytime Telephone:                     (303) 571-1160
              Facsimile:                             (303) 571-1161
              E-mail:                                paradoxdata@interfold.com
                                                     -------------------------

         The Estate of A.W. Cullen
              Ms. Janine Goldberg, Personal Representative
              31857 Saddletree Drive
              Westlake Village, CA 91361
              Daytime Telephone:                     (818) 874-0976
              Facsimile:                             (818) 874-0916
              E-mail:                                J9toady@aol.com
                                                     ---------------

         Wyoming Oil & Minerals, Inc.
              Mr. Jubal S. Terry, Director
              5525 Erindale Dr., Ste 201
              Colorado Springs, CO 80918
              Daytime Telephone:                     (303 238-8712)
              Facsimile:                             (303 238-3190)
              E-mail:                                skylineres@msn.com
                                                     ------------------

         Amarado Oil Company, Inc.
              Mr. David A. Dachner, President
              4833 Spicewood Springs Road, Suite 204
              Austin, TX 78759
              Daytime Telephone:                     (512) 346-9241
              Facsimile:                             (512) 346-9249
              E-mail:                                amarado@earthlink.net
                                                     ---------------------
<PAGE>

         Kodiak Resources, Inc.
              Mr. Matthew J. Telfer, President
              3698 Ranch Road 620, Suite 113
              Austin, TX 78738
              Daytime Telephone:                     (512) 263-9212
              Facsimile:                             (512) 263-3398
              E-mail:                                mtelfer@bbxllc.com
                                                     ------------------


         -------------
          *    Designated contact person and representative spokesperson for the
               Nucla Prospect Group shall be Mr. Donald L. Rasmussen,  President
               of Plateau Exploration, Inc., with address, phone, etc. as listed
               above.

<PAGE>

                           Exhibit B - NUCLA PROSPECT

                           LEASE SCHEDULE AND ACREAGE
                            Montrose County, Colorado
<TABLE>
<CAPTION>

1.   FEDERAL ACREAGE (Nucla Prospect Group - Offered Acreage):
--------------------------------------------------------------

COC-     Legal                                                  Expire                            Net
Lease    Description                                            Date              NRI             Acres
-----    -----------                                            ----------        ------          --------
<S>      <C>                                                    <C>               <C>             <C>
61290    Township 47 North, Range 14 West                       02/28/2008        87.5%            6403.56
         --------------------------------
         Section 4:        Lots 1, 2, 3, 4, S2N2, S2
         Section 5         Lots 1, 2, 3, 4, S2N2, S2
         Section 6         Lots 1, 2, 3, 4, 5, 6, 7,
                           SENW, S2NE, E2SW, SE
         Section 7         Lots 1, 2, 3, 4, E2W2, E2
         Section 8         All
         Section 9         All
         Section 10        All
         Section 16        All
         Section 17        All
         Township 47 North, Range 15 West
         --------------------------------
         Section 1         Lots 1, 2, 3, 4, S2N2, S2

61301    Township 47 North, Range 13 West                       02/28/2008        87.5%            6951.32
         --------------------------------
         Section 30        Lots 1, 2, 3, 4, E2, E2W2
         Section 31        Lots 1, 2, 3, 6, 7,
                           NE, E2NW, NESW, N2SE
         Section 32        Lots 1, 2, 3, 4, N2, N2S2
         Township 47 North, Range 14 West
         --------------------------------
         Section 14        All
         Section 15        All
         Section 22        All
         Section 23        All
         Section 24        All
         Section 25        All
         Section 26        All
         Section 27        All

62123    Township 46 North, Range 14 West                       09/30/2008        87.5%            1803.27
         --------------------------------
         Section 1         Lots 1, 2, 3, 4,
                           S2NW, SW, W2SE, SESE
         Section 2 Lots 1, 2, 3, 4, S2N2,
         S2 Section 11 Lot 1, E2, E2W2, W2NW, SWSW

62133    Township 47 North, Range 14 West                       08/31/2008        87.5%             965.95
         --------------------------------
         Section 19        Lots 1, 2, NE, E2NW, E2SE
         Section 30        Lots 1, 4, E2, E2W2

62134    Township 47 North, Range 14 West                       08/31/2008        87.5%            2560.00
         --------------------------------
         Section 20        All
         Section 21        All
         Section 28        All
         Section 29        All

62135    Township 47 North, Range 14 West                       08/31/2008        87.5%            1310.94
         --------------------------------
         Section 31        Lots 1, 2, 3, 4, E2W2,
                             E2 excl. MS2517
         Section 32        All excl. MS2517, MS2518

62136    Township 47 North, Range 14 West                       08/31/2008        87.5%             640.00
         --------------------------------
         Section 33        All

62760    Township 46 North, Range 13 West                       05/31/2009        87.5%            2268.82
         --------------------------------
         Section 20        Lots 1, 2, 3, 4, 5, 6, N2NE, W2
         Section 21        Lots 1, 2, 3, 4, 5,SENE, S2SW, SE

         Section 28        All
         Section 29        Lots 1, 2, 3, 4, S2N2, N2S2, SESE

63121    Township 46 North, Range 13 West                       12/31/2010        87.5%             990.88
         --------------------------------
         Section 19        Lots 3, 5, 6, E2, E2W2
         Section 30        Lots 2, 3, 4,
                           NE, E2SW, SWSE

63122    Township 47 North, Range 15 West                       04/30/2011        87.5%            1400.00
         --------------------------------
         Section 22        N2, N2S2, S2SW, SWSE
         Section 26        E2NW, SWNW, SW, S2SE
         Section 27        W2NE, SENE, N2NW, SESW, SE
         Section 28        NENE

63123    Township 47 North, Range 15 West                       04/30/2011        87.5%             320.00
         --------------------------------
         Section 23        N2NW, SWNW, N2SW, SESW
         Section 25        S2SW

63232    Township 46 North, Range 13 West                       10/31/2010        87.5%             640.00
         --------------------------------
         Section 33        All

63233    Township 46 North, Range 13 West                       10/31/2010        87.5%             800.00
         --------------------------------
         Section 31        E2, E2SW
         Section 32        N2, W2SW

64268    Township 46 North, Range 13 West                       10/31/2010        87.5%              60.00
         --------------------------------
         Section 32        N2N2SE, N2S2N2SE

64482    Township 46 North, Range 13 West                       03/31/2012        87.5%            2011.25
         --------------------------------
         Section 3         Lots 2, 3, 4,
                           N2S2, S2SE, N2S2SW
         Section 4         Lots 1, 2, 3, 4, S2
         Section 9         All
         Section 10        E2NWNE, S2NWNW,
                           NENE, S2N2, SW, W2SE

64487    Township 46 North, Range 13 West                       03/31/2011        87.5%            1842.00
         --------------------------------
         Section 8         All
         Section 17        N2, SW, W2SE
         Section 18        Lots 1,2,3,4, E2, E2W2

64488    Township 46 North, Range 13 West                       03/31/2011        87.5%            1360.00
         --------------------------------
         Section 14        SWNW, NWSW, S2S2, NESE
         Section 15        W2NE, SENE, W2, SE
         Section 16        N2, SE

64490    Township 47 North, Range 13 West                       03/31/2011        87.5%            1267.88
         --------------------------------
         Section 19        Lots 1, 2, 3, 4, E2W2,E2
         Section 29        All

64508    Township 47 North, Range 14 West                       03/31/2011        87.5%             645.32
         --------------------------------
         Section 18        Lots 1,2,3,4, E2, E2W2

64509    Township 47 North, Range 14 West                       03/31/2011        87.5%            1880.00
         --------------------------------
         Section 34        All
         Section 35        All
         Section 36        N2, N2S2, S2SW, SWSE

64518    Township 47 North, Range 15 West                       03/31/2011        87.5%              80.00
         --------------------------------
         Section 13        E2SE

64519    Township 47 North, Range 15 West                       03/31/2011        87.5%            2255.00
         --------------------------------
         Section 10        All
         Section 11        W2NE, E2NW, S2, N2NENE
         Section 12        NE, E2NW, E2NWNW,
                           N2SW, SWSW, W2SESW,
                           W2E2SESW, NENESE,
                           N2SENESE, SESENESE,
                           W2NWSE, S2SESWSE,
                           NENESESE, S2S2SESE
         Section 15        All

64520    Township 47 North, Range 15 West                       03/31/2011        87.5%             640.00
         --------------------------------
         Section 2         S2
         Section 3         S2

64521    Township 47 North, Range 15 West                       03/31/2011        87.5%             470.00
         --------------------------------
         Section 13        E2W2NWNE, S2NE, NENE,
                           E2NWNE, NWNW, SWSW
         Section 14        N2NE, SWNE, NWSE, S2SE

                                                                                                  --------

TOTAL OFFERED FEDERAL ACREAGE:                                                                    39566.19

</TABLE>

                                       B-3
<PAGE>

<TABLE>
<CAPTION>


2.   FEE ACREAGE (Nucla Prospect Group - Offered Acreage):
     -----------------------------------------------------

COC-     Legal                                                  Expire                            Net
Lease    Description                                            Date              NRI             Acres
-----    -----------                                            ----------        ------          --------
<S>      <C>                                                    <C>               <C>             <C>
DOWLING  (2300.00 Gross Acres)                                  11/31/2009        87.5%            320.00
         Township 47 North, Range 14 West
         --------------------------------
         Section 30 Lots 2, 3
         Township 47 North, Range 15 West
         --------------------------------
         Section 12        W2NESE, E2NWSE, NWSESE,
                           NESWSE, N2S2SESE, E2E2SESW,
                           SWSENESE, N2SESWSE, S2NESESE,
                           S2SWSE, NWNESESE, W2SWSE
         Section 13        E2NENW, SWNENW, W2W2NWNE,
                           N2NWSENW, N2SW, W2SE, SESW,
                           SWNW
         Section 14        SENE, NESE
         Section 23        E2, SENW
         Section 24        W2, W2SE
         Section 25        NW, NWNE, S2NE, N2SW, SE
         Section 26        W2NE
         Section 34        S2NW, SWNE, N2SW

MAUPIN (1283.20 Gross Acres)                                    03/16/2005        87.5%             481.20
         Township 47 North, Range 14 West
         --------------------------------
         Section 30        Lots 2, 3
         Township 47 North, Range 15 West
         --------------------------------
         Section 13 SWNW, SESW, N2SW, W2SE
         Section 14 SENE, NESE
         Section 23 SENW,  NE
         Section 24 NW, E2SW, W2SE
         Section 25 N2NW, NWNE, S2NE, SE

PROCTOR, ET AL. (160.00 Gross Acres)                            03/16/2005        87.5%             160.00
         Township 47 North, Range 15 West
         --------------------------------
         Section 26        E2NE, N2SE

JERMAN/HEINLE (160.00 Gross Acres)                              04/15/2006        87.5%              20.00
         Township 47 North, Range 15 West
         --------------------------------
         Section 13        E2SW, W2SE
                                                                                                  --------
TOTAL OFFERED FEE ACREAGE:                                                                          981.20

                                                                                                  --------
TOTAL OFFERED FEDERAL AND FEE ACREAGE                                                             40547.39
</TABLE>

                                       B-4
<PAGE>


                           Exhibit C - NUCLA PROSPECT

                               MAP OF AMI BOUNDARY
                              AND LEASEHOLD ACREAGE



                               MAP NOT SHOWN HERE

<PAGE>

                           Exhibit D - NUCLA PROSPECT

                          AREA OF MUTUAL INTEREST (AMI)
                            Montrose County, Colorado

AREA OF MUTUAL INTEREST
-----------------------

         Townships, Ranges                           Sections
         -----------------------------------         --------
         Township 45 North, Range 13 West            3-6
         Township 45 1/2 North, Range 13 West        31-36
         Township 46 North, Range 13 West            All
         Township 46 North, Range 14 West            1-4, 10-13
         Township 47 North, Range 13 West            3-36
         Township 47 North, Range 14 West            All
         Township 47 North, Range 15 West            1-3, 10-15, 22-27, 34-36
         Township 47 North, Range 15 West            NENE Section 28
         Township 48 North, Range 13 West            29-33
         Township 48 North, Range 14 West            13-36
         Township 48 North, Range 15 West            13-16, 21-28, 33-36


Map of AMI boundary is shown in Exhibit C.

<PAGE>


                           Exhibit E - NUCLA PROSPECT

                       INITIAL AND OPTION DRILLING BLOCKS
                            Montrose County, Colorado

1.   INITIAL  NINE-SECTION  DRILLING BLOCK # 1 (initial drill site is in section
     16).
     ---------------------------------------------------------------------------

COC-     Legal                                Expire            NPG
Lease    Description                          Date              Gross Acreage
-----    --------------------------------     ----------        --------------

61290    Township 47 North, Range 14 West     02/28/2008        3,200 of 5,760
         Sections 8, 9, 10, 16, 17
61301    Township 47 North, Range 14 West     02/28/2008        1,280 of 5,760
         --------------------------------
         Sections 15, 22
62134    Township 47 North, Range 14 West     08/31/2008        1,280 of 5,760
         --------------------------------
         Sections 20, 21


2.   NINE-SECTION OPTION DRILLING BLOCK #2.
     --------------------------------------

COC-     Legal                                 Expire            NPG
Lease    Description                           Date              Gross Acreage
-----    --------------------------------     ----------        --------------
64490    Township 47 North, Range 13 West     03/31/2011        640 of 5,760
         --------------------------------
         Section 19
61301    Township 47 North, Range 13 West     02/28/2008        1,280 of 5,760
         --------------------------------
         Sections 30, 31
61301    Township 47 North, Range 14 West     02/28/2008        2,560 of 5,760
         --------------------------------
         Sections 23, 24, 25, 26
64509    Township 47 North, Range 14 West     03/31/2011        1,280 of 5,760
         --------------------------------
         Sections 35, 36


3.  NINE-SECTION OPTION DRILLING BLOCK #3.
COC-     Legal                                Expire            NPG
Lease    Description                          Date              Gross Acreage
-----    --------------------------------     ----------        --------------
62760    Township 46 North, Range 13 West     05/31/2009        1,120 of 4,940
         --------------------------------
         Sections 20, 21
64487    Township 46 North, Range 13 West     03/31/2011        1,640 of 4,940
         --------------------------------
         Sections 8, 17, 18
64482    Township 46 North, Range 13 West     03/31/2012        1,100 of 4,940
         --------------------------------
         Sections 9, 10
64488    Township 46 North, Range 13 West     03/31/2011        1,080 of 4,940
         --------------------------------
         Sections 15, 16


Map of Drilling Blocks is shown in Exhibit F.

<PAGE>

                           Exhibit F - NUCLA PROSPECT
                               MAP OF INITIAL AND
                             OPTION DRILLING BLOCKS



                               MAP NOT SHOWN HERE

<PAGE>

                           Exhibit G - NUCLA PROSPECT

                          FEDERAL LEASE RENTAL SCHEDULE
                            Montrose County, Colorado

NUCLA PROSPECT GROUP - OFFERED FEDERAL ACREAGE:

Delayed Rentals Paid during latter half of 2002
-----------------------------------------------
COC-     Rental                     Gross       Rental            Cumulative
Lease    Due Date      Rent/Acre    Acres       Amount            Total - 2002
-------  ----------    ---------    -----       ----------        ------------
62133    08/31/2002      $1.50        966       $ 1,449.00        $  1,449.00

62134    08/31/2002      $1.50       2560       $ 3,840.00        $  5,289.00

62135    08/31/2002      $1.50       1311       $ 1,966.50        $  7,255.50

62136    08/31/2002      $1.50        640       $   960.00        $  8,215.50

62123    09/30/2002      $1.50       1804       $ 2,706.00        $ 10,921.50

63232    10/31/2002      $1.50        640       $   960.00        $ 11,881.50

63233    10/31/2002      $1.50        800       $ 1,200.00        $ 13,081.50

64268    10/31/2002      $1.50         60       $    90.00        $ 13,171.50

63121    12/31/2002      $1.50        991       $ 1,486.50        $ 14,858.00

Total Rent Paid by NPG during latter half of 2002                 $ 14,658.00
================================================================================

Delayed Rentals Due during 2003
-------------------------------
COC-     Rental                     Gross       Rental            Cumulative
Lease    Due Date      Rent/Acre    Acres       Amount            Total - 2003
-------  ----------    ---------    -----       ----------        ------------
61290    02/28/2003      $2.00       6404       $12,808.00        $ 12,808.00

61301    02/28/2003      $2.00       6952       $13,904.00        $ 26,712.00

64482    03/31/2003      $1.50       2012       $ 3,018.00        $ 29,730.00

64487    03/31/2003      $1.50       1842       $ 2,763.00        $ 32,493.00

64488    03/31/2003      $1.50       1360       $ 2,040.00        $ 34,533.00

64490    03/31/2003      $1.50       1268       $ 1,902.00        $ 36,435.00

64508    03/31/2003      $1.50        646       $   969.00        $ 37,404.00

                                       G-1
<PAGE>

64509    03/31/2003      $1.50       1880       $ 2,820.00        $ 40,224.00

64518    03/31/2003      $1.50         80       $   120.00        $ 40,344.00

64519    03/31/2003      $1.50       2255       $ 3,382.50        $ 43,726.50

64520    03/31/2003      $1.50        640       $   960.00        $ 44,686.50

64521    03/31/2003      $1.50        470       $   705.00        $ 45,391.50

63122    04/30/2003      $1.50       1400       $ 2,100.00        $ 47,491.50

63123    04/30/2003      $1.50        320       $   480.00        $ 47,971.50

62760    05/31/2003      $1.50       2269       $ 3,403.50        $ 51,375.00

62133    08/31/2003      $2.00        966       $ 1,932.00        $ 53,307.00

62134    08/31/2003      $2.00       2560       $ 5,120.00        $ 58,427.00

62135    08/31/2003      $2.00       1311       $ 2,622.00        $ 61,049.00

62136    08/31/2003      $2.00        640       $ 1,280.00        $ 62,329.00

62123    09/30/2003      $2.00       1804       $ 3,608.00        $ 65,937.00

63232    10/31/2003      $1.50        640       $   960.00        $ 66,897.00

63233    10/31/2003      $1.50        800       $ 1,200.00        $ 68,097.00

64268    10/31/2003      $1.50         60       $    90.00        $ 68,187.00

63121    12/31/2003      $1.50        991       $ 1,486.50        $ 69,673.50

Total Rent Due during 2003                                        $ 69,673.50
================================================================================

Delayed Rentals Due during 2004
-------------------------------
COC-     Rental                     Gross       Rental            Cumulative
Lease    Due Date      Rent/Acre    Acres       Amount            Total - 2004
-------  ----------    ---------    -----       ----------        ------------

61290    02/28/2004      $2.00       6404       $12,808.00        $ 12,808.00

61301    02/28/2004      $2.00       6952       $13,904.00        $ 26,712.00

64482    03/31/2004      $1.50       2012       $ 3,018.00        $ 29,730.00


                                       G-2
<PAGE>

64487    03/31/2004      $1.50       1842       $ 2,763.00        $ 32,493.00

64488    03/31/2004      $1.50       1360       $ 2,040.00        $ 34,533.00

64490    03/31/2004      $1.50       1268       $ 1,902.00        $ 36,435.00

64508    03/31/2004      $1.50        646       $   969.00        $ 37,404.00

64509    03/31/2004      $1.50       1880       $ 2,820.00        $ 40,224.00

64518    03/31/2004      $1.50         80       $   120.00        $ 40,344.00

64519    03/31/2004      $1.50       2255       $ 3,382.50        $ 43,726.50

64520    03/31/2004      $1.50        640       $   960.00        $ 44,686.50

64521    03/31/2004      $1.50        470       $   705.00        $ 45,391.50

63122    04/30/2004      $1.50       1400       $ 2,100.00        $ 47,491.50

63123    04/30/2004      $1.50        320       $   480.00        $ 47,971.50

62760    05/31/2004      $1.50       2269       $ 3,403.50        $ 51,375.00

62133    08/31/2004      $2.00        966       $ 1,932.00        $ 53,307.00

62134    08/31/2004      $2.00       2560       $ 5,120.00        $ 58,427.00

62135    08/31/2004      $2.00       1311       $ 2,622.00        $ 61,049.00

62136    08/31/2004      $2.00        640       $ 1,280.00        $ 62,329.00

62123    09/30/2004      $2.00       1804       $ 3,608.00        $ 65,937.00

63232    10/31/2004      $1.50        640       $   960.00        $ 66,897.00

63233    10/31/2004      $1.50        800       $ 1,200.00        $ 68,097.00

64268    10/31/2004      $1.50         60       $    90.00        $ 68,187.00

63121    12/31/2004      $1.50        991       $ 1,486.50        $ 69,673.50

Total Rent Due during 2004                                        $ 69,673.50
================================================================================

                                      G-3
<PAGE>

                           Exhibit H - NUCLA PROSPECT

                            FEE LEASE RENTAL SCHEDULE
                            Montrose County, Colorado

NUCLA PROSPECT GROUP - OFFERED FEE ACREAGE:

Delayed Rentals Paid during latter half of 2002
-----------------------------------------------
COC-              Rental                    Gross    Rental       Cumulative
Lease             Due Date     Rent/Acre    Acres    Amount       Total - 2002
-------           ----------   ---------    -----    ----------   ------------
Maupin            03/16/2002    $1.00       481.20    $481.20     Paid
Proctor, et al.   03/16/2002    $1.00       160.00    $160.00     Paid
Jerman/Heinle     04/15/2002    $0.00       020.00    $000.00     Paid-up lease
Dowling           11/31/2002    $1.00       320.00    $320.00     $320.00

Total Rent Paid by NPG during latter half of 2002                 $320.00
================================================================================

Delayed Rentals Due during 2003
-------------------------------
COC-              Rental                    Gross    Rental       Cumulative
Lease             Due Date     Rent/Acre    Acres    Amount       Total - 2002
-------           ----------   ---------    -----    ----------   ------------
Proctor, et al.   03/16/2003     $1.00      160.00    $160.00     $160.00
Jerman/Heinle     04/15/2003     $0.00      020.00    $000.00     Paid-up lease
Dowling           11/31/2003     $1.00      320.00    $320.00     $320.00

Total Rent Due during 2003                                        $961.20
================================================================================

Delayed Rentals Due during 2004
-------------------------------
COC-              Rental                    Gross    Rental       Cumulative
Lease             Due Date     Rent/Acre    Acres    Amount       Total - 2002
-------           ----------   ---------    -----    ----------   ------------
Maupin            03/16/2004     $1.00       481.20    $481.20    $481.20
Proctor, et al.   03/16/2004     $1.00       160.00    $160.00    $160.00
Jerman/Heinle     04/15/2004     $0.00       020.00    $000.00    Paid-up lease
Dowling           11/31/2004     $1.00       320.00    $320.00    $320.00

Total Rent Due during 2004                                        $961.20
================================================================================

<PAGE>

                           Exhibit I - NUCLA PROSPECT

                      DRILLING AND GEOLOGICAL REQUIREMENTS


REQUIREMENTS.
-------------

1.   In the conduct of its test well  drilling,  Solaris,  whether acting as the
     Operator or not, shall require Operator to give representatives of NPG free
     access,  at  their  sole  risk,  to the rig  floor at all  times as  safety
     permits,  and to make available to such  representatives all logs, records,
     reports,  samples,  cuttings,  cores,  test results,  and other information
     obtained in the course of drilling the test well and/or any substitute test
     well. Subject to the other provisions of the Agreement, all information and
     data obtained by the NPG from Solaris under the  provisions of this Exhibit
     shall be held by NPG as proprietary and confidential information of Solaris
     and the NPG shall not discuss or divulge the  information  to any person or
     entity, other than Solaris or an individual authorized by Solaris,  without
     the express written  consent of Solaris,  for a period of one (1) year from
     the date such  information  is provided,  or until the  information is made
     public by regulatory authorities having jurisdiction,  or in the event when
     this Agreement has been prematurely terminated, whichever is sooner.
2.   Solaris  agrees to provide  NPG,  through  the  designated  contact  person
     identified  in Exhibit "A" of this  Agreement,  the  following  notices and
     instruments:
     a.   Copies of each of the following  instruments  immediately  after their
          preparation and/or filing:
          (i)  Registration  for oil and gas  operations  (Colorado  Oil and Gas
               Conservation  Commission  Form 1 - COGCC Form 1) where Solaris is
               the Operator on wells within the AMI.
          (ii) Application for Permit-to-drill (COGCC Form 2) for test well.
          (iii)Surveyor's  location plat for the test well and/or any substitute
               test well (s).
          (iv) Sundry notices and reports (COGCC Form 4).
          (v)  Drilling Completion Report (COGCC Form 5).
          (vi) Completed Interval Report (COGCC Form 5A).
          (vii) Well Abandonment Report (COGCC Form 6).
          (viii) Operator's Monthly Production Report (COGCC Form 7).
          (ix) Any and all other forms and  reports  required to be filed by the
               rules and regulations of the State of Colorado,  Colorado Oil and
               Gas Conservation  Commission,  Colorado Geological Survey, Bureau
               of Land Management,  U.S.  Geological Survey,  and/or U.S. Forest
               Service on the lands within the AMI.
     b.   Drilling  report,  sent by facsimile or Email daily,  showing progress
          during the previous day, including  commencement date, drilling depth,
          deviation tests, character and name of formations  encountered,  shows
          of oil, gas, and/or water, and data for all formation tests.
     c.   Notification by facsimile,  Email or phone of a significant showing of
          oil and/or  gas while  drilling  or  testing,  and if show(s)  will be
          immediately tested.

                                       I-1
<PAGE>

     d.   Notification by facsimile,  Email or phone prior to the running of any
          electrical logs  (surveys).

          e.   Notification  by  facsimile,  Email  or  phone  that the well has
               reached total depth.
          f.   Two sets of all runs of  "field-print"  and "final"  logs and one
               complete digital copy of each of the following recommended logs:
          (i)  Dual Induction  Laterolog (or equivalent log), with Gamma Ray, SP
               and Caliper curves, from bottom of surface casing to total depth.
          (ii) Compensated Neutron - Litho-Density log (or equivalent log), with
               Gamma Ray, Caliper, and PEF curves, from bottom of surface casing
               to total depth.
          (iii)Sonic log,  with Gamma Ray and caliper  curves,  from  surface to
               total depth. Delta-T Compressional and Delta-T Shear curves to be
               included on sonic log.
          (iv) Dipmeter  log (Micro  Imager),  from bottom of surface  casing to
               total depth.
          (v)  Natural Gamma Ray Spectroscopy log, from bottom of surface casing
               to total depth.
          (vi) Mud Log, from surface casing to total depth.
          (vii) Wellsite Geologist's log, from surface to total depth.
          (viii) Any  and all  other  borehole  or  downhole  logs,  directional
               surveys,  temperature  surveys,  velocity surveys,  drilling time
               logs, etc.
     g.   A geologic history of the test well, including all formation tops with
          lithologic  descriptions,  deviation  surveys,  bit records,  drilling
          time, and chronological report.
     h.   Two copies of all core analyses  including copies of special analyses,
          core photos,  reports,  etc. as related to the core(s). NPG would have
          full  access  to the  core(s)  taken in a test  well and the  right to
          obtain  a  slabbed   portion  of  the  entire  core(s)  or  to  obtain
          representative samples.
     i.   Two copies of all drill stem test charts and  results,  together  with
          representative  samples of any fluid  (liquid)  recovered on any drill
          stem test or wire line test. Operator will attempt to collect and have
          analyzed any gaseous  products  recovered from each drill stem test or
          wire line test and provide two copies of each such analysis to NPG.
     j.   Copies of any  follow-up  analyses  or studies  (e.g.  core and sample
          analyses,   gas,   oil,   water   and  mud   analyses,   petrological,
          petrophysical, paleontological and geochemical studies).
3.   NPG shall have the  opportunity  to examine  well  cuttings,  test data and
     electrical logs before any test well or any substitute well is abandoned by
     Solaris (Operator),  and it shall further have the right, at its sole cost,
     risk and  expense,  including  full rig time,  to conduct  such  additional
     surveys as it may desire,  provided timely notice is given to Solaris while
     the rig is still over the borehole.
4.   Solaris  agrees to have a qualified  Wellsite  Geologist on the well at all
     times while the well is drilling, coring, or testing, from surface to total
     depth.
5.   Solaris agrees to have a qualified  Two-man Mud Logging team on the well at
     all times while the well is  drilling,  from  surface to total  depth.  The
     contracted  Mud Logging  company  must have  equipment  necessary to detect
     gaseous hydrocarbons, carbon dioxide, and hydrogen sulfide.

                                       I-2
<PAGE>

6.   Solaris  agrees to follow federal BLM rules that require  hydrogen  sulfide
     safety  equipment and detectors to be used below  surface  casing.  The BLM
     will require that all  personnel on the location  have  certified  hydrogen
     sulfide training.
7.   Solaris  agrees  to make  such  tests  during  the  course of the test well
     drilling as would be made by a prudent operator under similar circumstances
     to determine  the  productivity  for oil and/or gas of the test well or any
     substitute,  including,  without limitation, as to any well that encounters
     the Paleozoic horizons in the Four Corners region.
8.   If a  completion  attempt is made on the test well or any  substitute  test
     well,  NPG shall  receive  a daily  report of  completion  data,  including
     perforation,  treating,  swabbing and other testing,  with details on fluid
     types and amounts, production gauges and pressures, etc.

                                       I-3