Exhibit 10.41


    
       

      Exhibit
        10.41


      INDEMNIFICATION
        AGREEMENT

      


      This
        INDEMNIFICATION AGREEMENT (“Agreement”), effective as of ___________, is by and
        between Frontier Oil Corporation, a Wyoming corporation (“Company”), and the
        undersigned individual (“Individual”).

      


      WITNESSETH:

      


      WHEREAS,
        Company desires to indemnify Individual against certain losses in order to
        induce Individual to continue to serve as a director or officer of Company
        or of
        an affiliate of the Company (“Company Affiliate” which for purposes hereof shall
        mean any company or entity that directly or indirectly controls, is controlled
        by or is under common control with the Company);

      


      NOW,
        THEREFORE, in consideration of the premises and the mutual benefits to be
        derived, the parties agree as follows:

      


      1. Third
        Party Proceedings.
        Company
        shall indemnify any Individual who was or is party to or is threatened to
        be
        made party to any threatened, pending or completed action, suit, or proceeding,
        whether civil, criminal, administrative, or investigative, whether formal
        or
        informal, any appeal in such action, suit or proceeding, and any inquiry
        or
        investigation that could lead to such an action, suit or proceeding, (other
        than
        an action by or in the right of Company or a Company Affiliate), (i) by reason
        of the fact that Individual is or was a director or officer of Company or
        a
        Company Affiliate or advisory director or officer of Company or Company
        Affiliate, (ii) by reason of the activities of Individual in such capacity,
        including without limitation by reason of serving at the request of Company
        or a
        Company Affiliate as a director, officer, partner, venturer, proprietor,
        trustee, employee, agent, or similar functionary of another foreign or domestic
        corporation, partnership, joint venture, trust, employee benefit plan, or
        other
        enterprise, or (iii) any person nominated or designated by (or pursuant to
        authority granted by) the board of directors or any committee thereof to
        serve
        in any of the capacities referred to in clauses (i) and (ii) hereof, against
        any
        and all reasonable expenses (including court costs and attorneys' fees),
        judgments, penalties, fines, and reasonable amounts paid in settlement (if
        such
        settlement is approved in advance by a majority of the directors of Company
        then
        in office, with a view to curtailment of the costs of litigation) actually
        incurred by Individual in connection with or in anticipation of such action,
        suit, or proceeding, if he conducted himself in good faith and in a manner
        which
        he reasonably believed to be in or not opposed to the best interests of Company
        and any Company Affiliate and, with respect to any criminal action or
        proceeding, that he had no reasonable cause to believe that his conduct was
        unlawful.

      


      2.  Proceedings
        By or in the Right of Company.
        Company
        shall indemnify Individual if Individual was or is a party or is threatened
        to
        be made a party to any threatened, pending or completed action or suit by
        or in
        the right of Company or a Company Affiliate to procure a judgment in its
        favor
        by reason of the fact that Individual is or was an officer or director of
        Company or a Company Affiliate, or by reason of any action or inaction on
        the
        part of Individual while an officer or director of Company or a Company
        Affiliate, or by reason of the fact that Individual is or was serving at
        the
        request of Company or a Company Affiliate as a director, officer, employee
        or
        agent of another domestic or foreign corporation, partnership, joint venture,
        trust or other enterprise against expenses (including court costs and attorneys'
        fees) and, to the fullest extent permitted by law, amounts paid in settlement,
        in each case to the extent actually and reasonably incurred by Individual
        in
        connection with the defense or settlement of such action or suit if Individual
        conducted himself in good faith and in a manner Individual reasonably believed
        to be in or not opposed to the best interests of Company, the Company Affiliate
        and their shareholders, except that no indemnification shall be made in respect
        of any claim, issue or matter as to which Individual shall have been adjudged
        by
        a court of competent jurisdiction, after exhaustion of all appeals therefrom,
        to
        be liable to Company or a Company Affiliate in the performance of Individual's
        duty to Company, the Company Affiliate and their shareholders unless and
        only to
        the extent that the court in which such action or suit is or was pending,
        or
        other court of competent jurisdiction, shall determine upon application that,
        in
        view of all the circumstances of the case, Individual is fairly and reasonably
        entitled to indemnity for expenses and then only to the extent that the court
        shall determine.

      


      For
        purposes of section 1 and 2, the termination of any action, suit, or proceeding
        by judgment, order, settlement, conviction, or upon a plea of nolo
        contendere or
        its
        equivalent, is not of itself determinative that Individual did not conduct
        himself in good faith and in a manner which he reasonably believed to be
        in or
        not opposed to the best interests of Company or a Company Affiliate or, with
        respect to any criminal action or proceeding, that he had reasonable cause
        to
        believe that his conduct was unlawful.

      


      3.
         Payments.
        Upon
        written request by Individual submitted to Company in accordance with this
        section 3, Company shall pay Individual all amounts he is entitled to receive
        pursuant to section 1 or 2 (“Indemnified Amounts”). Each written request for
        payment shall include an itemized list setting forth in detail the dollar
        amounts expended (or incurred and expected to be expended), shall be supported
        by copies of the relevant bills, agreements, and other documentation, and
        shall
        state that he conducted himself in good faith and in a manner which he
        reasonably believed to be in or not opposed to the best interests of Company
        or
        any Company Affiliate and, with respect to a criminal action or proceeding,
        that
        he had no reasonable cause to believe that his conduct was
        unlawful.

      


      4.
         Selection
        of Counsel.
        In the
        event of the commencement or threat of commencement of any action, suit or
        proceeding for which Individual may be entitled to indemnification hereunder,
        Company shall have the right to select counsel for Individual; provided that
        counsel selected by Company to represent Individual (i) shall have a national
        reputation in handling matters similar to the matter that is the subject
        of the
        indemnification and (ii) shall advise Individual that, in such counsel's
        opinion, the representation by such counsel of other parties that may have
        an
        interest in the matter that is the subject of the indemnification does not
        present a conflict of interest. In the event counsel selected by the Company
        to
        represent Individual at any time cannot, during the course of representation
        of
        Individual, continue to advise Individual as provided in clause (ii) of the
        proviso of the foregoing sentence, then Individual may select his own counsel,
        whose expenses shall be advanced and indemnified as provided in this Agreement.
        Nothing in this Section 4 shall limit the ability of the Individual to engage
        separate counsel in connection with the indemnified matter at the expense
        of the
        Individual.

      


      5.
         Advancement
        of Indemnified Amounts.
        (a)
        Company shall pay Indemnified Amounts in advance of the final disposition
        of the
        related action, suit, or proceeding, upon written request by Individual
        submitted to Company, within 30 days of receipt of such request. Each such
        request shall include (i) an affirmation by Individual of his good faith
        belief
        that he has met the standard of conduct necessary for indemnification by
        Company
        as stated in sections 1 and 2, (ii) an itemized list and the supporting
        documentation described in section 3(a) and (iii) an undertaking by Individual,
        or on his behalf, to repay the Indemnified Amount if Individual ultimately
        is
        found not to be entitled to indemnification pursuant to section 1 or 2.
        Individual may make as many requests for advancements as he deems reasonably
        necessary, except that each such request shall be for an Indemnified Amount
        of
        at least $3,000.

      


      (b)
         Unless
        Individual ultimately is found not to be entitled to indemnification pursuant
        to
        section 1 or 2, Individual later may request payment of the portion of the
        Indemnified Amounts which exceeds the advancements received pursuant to section
        5(a) by following the procedure described in section 3. In such a case, the
        itemized list with respect to such request shall set forth each and every
        advancement received as of the date of such request. Conversely, if the total
        of
        the advancements received by Individual as of the date of his request exceeds
        the total of the Indemnified Amounts, then Individual shall repay such excess
        promptly upon the determination of the amount thereof.

      


      6.
         Exceptions.
        Any
        other provision herein to the contrary notwithstanding, Company shall not
        be
        obligated pursuant to the terms of this Agreement:

      


      (a)
         Claims
        Initiated by Individual.
        To
        indemnify or advance expenses to Individual with respect to proceedings or
        claims initiated or brought voluntarily by Individual and not by way of defense,
        except with respect to proceedings brought in Company's or a Company Affiliate's
        name or behalf, or to establish or enforce a right to indemnification under
        this
        agreement or any other statute or law; or

      


      (b)
        Lack
        of Good Faith.
        To
        indemnify Individual for any expenses incurred by Individual with respect
        to any
        proceeding instituted by Individual to enforce or interpret this Agreement,
        if a
        court of competent jurisdiction determines that the material assertions made
        by
        the Individual in such proceeding were not made in good faith or were frivolous;
        or

      


      (c)
         Insured
        Claims.
        To
        indemnify Individual for expenses or liabilities of any type whatsoever
        (including, but not limited to, judgments, fines, ERISA excise taxes or
        penalties, and amounts paid in settlement) which have been paid directly
        to
        Individual by an insurance carrier under a policy of officers' and directors'
        liability insurance maintained by Company or a Company Affiliate;
        or

      


      (d)
         Claims
        Under Section 16(b).
        To
        indemnify Individual for expenses and the payment of profits arising from
        purchases and sales by Individual of securities in violation of Section 16(b)
        of
        the Securities and Exchange Act of 1934, as amended, or any similar successor
        statute.

      


      7.
         Indemnification
        Not Exclusive; Subrogation Rights.
        (a) The
        indemnification provided by sections 1 and 2 shall not be deemed exclusive
        of,
        or to preclude, any other rights to which Individual may be entitled under
        the
        common law or any, statute, ordinance, regulation, agreement, article of
        incorporation, bylaw provision, partnership agreement, vote of shareholders
        or
        disinterested directors, or otherwise, both as to the activities of Individual
        in his capacity as a director or officer of Company or any Company Affiliate
        and
        as to his activities in another capacity while serving in such position,
        and
        shall continue as to Individual after he ceases to be a director or officer
        of
        Company or any Company Affiliate.

      


      (b)
         If
        Individual receives any payments from an insurance carrier, or from the
        plaintiff in any action, suit, or proceeding against Individual, in respect
        of
        Indemnified Amounts after payments of all or a portion of such Indemnified
        Amounts have been made by Company pursuant hereto, Individual shall repay
        the
        amount by which the sum of the payments by such insurance carrier or plaintiff
        and the payments by Company exceeds the Indemnified Amounts; provided,
        however, that
        any
        portion of such payments that is required to be paid to the insurance carrier
        under the terms of its insurance policy shall not be deemed to be payments
        to
        Individual hereunder.

      


      (c)
         Upon
        payment of Indemnified Amounts hereunder, Company shall be subrogated to
        the
        rights of Individual (to the extent thereof) against any insurance carrier
        in
        respect of such Indemnified Amounts (to the extent permitted under such
        insurance policies). This right of subrogation shall terminate upon receipt
        by
        Company of the amount to be paid by Individual pursuant to section
        7(b).

      


      8.
         Successors;
        Binding Agreement.
        This
        Agreement shall inure to the benefit of and be enforceable by the personal
        and
        legal representatives, executors, administrators, successors, heirs,
        distributees, devisees, and legatees of Individual. If Individual dies while
        any
        Indemnified Amounts are payable hereunder, such Indemnified Amounts shall
        be
        paid in accordance with the terms of this Agreement to the devisee, legatee,
        or
        other designee of the Individual, or if there is no such designee, to his
        estate.

      


      9.
         Enforcement.
        (a) If
        either party to this Agreement is required to bring any action against the
        other
        to enforce their respective rights or to collect moneys due under this Agreement
        and is successful in such action, such successful party shall be reimbursed
        by
        the other party for any and all reasonable expenses (including court costs
        and
        attorneys' fees) actually incurred by such successful party in bringing and
        pursuing such action, in addition to any other damages to which such party
        is
        entitled.

      (b)
         The
        invalidity or unenforceability of any provision of this Agreement shall not
        affect the validity or enforceability of any other provision of this Agreement,
        which shall remain in full force and effect. If any provision of this Agreement
        shall be invalid or unenforceable, such invalidity or unenforceability shall
        not
        create a damage claim against the Company.

      


      10.
         Amendment;
        Waiver.
        No
        provision of this Agreement may be amended, modified, waived, or discharged
        unless such amendment, waiver, modification, or discharge is agreed to in
        writing by Individual and either the president of Company or another duly
        authorized officer of Company. No waiver by a party of any breach by the
        other
        party of, or of any compliance by the other party with, any condition or
        provision of this Agreement shall be deemed a waiver of similar or dissimilar
        conditions or provisions at the same time or at any prior or subsequent
        time.

      


      11.
         Entire
        Agreement.
        This
        Agreement constitutes the entire agreement between the parties concerning,
        the
        subject matter hereof. This Agreement further supersedes any prior agreements
        between the parties concerning the subject matter hereof. No agreements or
        representations, oral or written, express or implied, other than those set
        forth
        herein have been made by either party with respect to the subject matter
        hereof.

      


      12.
         Authority.
        This
        Agreement is entered into in accordance with Section 7.7 of the Bylaws of
        Company.

      


      13.
         Governing
        Law.
        This
        Agreement shall be governed by the laws of the State of Wyoming.

      


      14.
         Counterparts.
        This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed to be an original but all of which together shall constitute one and
        the
        same instrument.

      


      IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the day of
        ____
        day of _______, ______.

       

       

      

        
          	 	
                  FRONTIER
                    OIL CORPORATION

                	 
	 	 	 
	 	
                  By:
                    __________________________________

                	 
	 	
                  Name:

                	 
	 	
                  Title:
                    

                	 
	 	 	 
	 	 	 
	 	 __________________________________________	 
	 	
                  Officer/Director