EXHIBIT 10.1

                          PANGEA PETROLEUM CORPORATION

                            EQUITY COMPENSATION PLAN

Pangea  Petroleum  Corporation,  a  Colorado  corporation,  (the "Corporation"),
hereby  adopts  this  Equity  Compensation  Plan (the "Plan"), under which Stock
Awards,  and  Common Stock in Lieu of Cash Compensation Awards ("Awards") of the
Corporation  may  be  granted  from  time  to  time  to employees, directors and
consultants  of  the  Corporation  or  its  subsidiaries,  if  any.

SECTION 1.

                    GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The  Plan  is  intended  to  aid the Corporation in maintaining and developing a
management  team,  attracting  qualified  officers  and  employees  capable  of
assisting  in  the  future  success  of  the  Corporation,  and  rewarding those
individuals  who  have  contributed  to  the  success  of the Corporation. It is
designed  to  aid  the  Corporation  in retaining the services of executives and
employees  and in attracting new personnel when needed for future operations and
growth  and  to  provide such personnel with an incentive to remain employees of
the  Corporation,  to  use  their  best  efforts  to  promote the success of the
Corporation's  business,  and  to  provide them with an opportunity to obtain or
increase  a  proprietary  interest  in  the  Corporation. It is also designed to
permit  the Corporation to reward those individuals who are not employees of the
Corporation  but  who  are  perceived by management as having contributed to the
success  of  the  Corporation or who are important to the continued business and
operations  of  the  Corporation. The above aims will be effectuated through the
granting  awards,  subject  to  the  terms  and  conditions  of  this  Plan.

Stock  granted  pursuant  to  this  Plan, may be registered on Form S-8 or other
appropriate  form  of  registration  statement.

 RULE  16B-3  PLAN.  The Corporation is subject to the reporting requirements of
the  Securities  Exchange  Act  of  1934,  as  amended (the "Exchange Act"), and
therefore  the Plan is intended to comply with all applicable conditions of Rule
16b-3 (and all subsequent revisions thereof) promulgated under the Exchange Act.
To  the extent any provision of the Plan or action by the Committee or the Board
of  Directors or Committee fails to so comply, it shall be deemed null and void,
to  the  extent  permitted  by  law  and  deemed  advisable by the Committee. In
addition,  the  Committee or the Board of Directors may amend the Plan from time
to  time  as  it  deems  necessary  in  order  to  meet  the requirements of any
amendments  to  Rule  16b-3  without  the  consent  of  the  shareholders of the
Corporation.

EFFECTIVE DATE OF PLAN. The effective date of this Plan shall be January 1, 2003
(the  "Effective  Date").  The  Board of Directors shall, within one year of the
Effective  Date,  submit  the  Plan  for  approval  to  the  shareholders of the
Corporation.  The  plan shall be approved by at least a majority of shareholders
voting  in  person  or  by proxy at a duly held shareholders' meeting, or if the
provisions  of the corporate charter, by-laws or applicable state law prescribes
a  greater  degree  of shareholder approval for this action, the approval by the
holders  of  that  percentage,  at  a  duly  held  meeting  of  shareholders.

2. DEFINITIONS. The following definitions shall apply to this Plan

"Act" means the Securities Exchange Act of 1934, as amended from time to time.

"Administrator" is defined in Section 2(a).


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"Affiliate"  means  any  parent  corporation and any subsidiary corporation. The
term  "parent corporation" means any corporation (other than the Corporation) in
an unbroken chain of corporations ending with the Corporation if, at the time of
the  action  or transaction, each of the corporations other than the Corporation
owns  stock  possessing  50%  or  more of the total combined voting power of all
classes  of  stock  in  one  of  the  other  corporations in the chain. The term
"subsidiary  corporation"  means any corporation (other than the Corporation) in
an unbroken chain of corporations beginning with the Corporation if, at the time
of  the  action  or  transaction,  each  of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the total
combined  voting  power of all classes of stock in one of the other corporations
in  the  chain.

"Agreement"  means,  individually  or  collectively,  any agreement entered into
pursuant  to  the  Plan  pursuant  to  which Stock are granted to a participant.

"Award"  or  "Awards,"  except where referring to a particular category of grant
under  the Plan, shall include Stock, Restricted Stock, and Common Stock in Lieu
of  Cash  Compensation  Awards.

"Board" means the Board of Directors of the Corporation as constituted from time
to  time.

"Cause"  shall mean, for purposes of whether and when a participant has incurred
a Termination of Employment for Cause: (i) any act or omission which permits the
Corporation  to  terminate  the  written  agreement  or  arrangement between the
participant  and  the Corporation or a Subsidiary or Parent for Cause as defined
in  such  agreement  or  arrangement;  or

 (ii) in the event there is no such agreement or arrangement or the agreement or
arrangement  does  not  define the term "cause," then Cause shall mean an act or
acts  of dishonesty by the participant resulting or intending to result directly
or  indirectly  in  gain  to  or  personal  enrichment of the participant at the
Corporation's  expense and/or gross negligence or willful misconduct on the part
of  the  participant.

"Change in Control" means, for purposes of this Plans

1.   there  shall  be  consummated  (i)  any  consolidation  or  merger  of  the
     Corporation  in  which  the  Corporation is not the continuing or surviving
     corporation  or  pursuant to which shares of the Corporation's common stock
     would  be  converted  into cash, securities or other property, other than a
     merger  of the Corporation in which the holders of the Corporation's common
     stock  immediately  prior  to  the  merger  have  substantially  the  same
     proportionate  ownership  of  common  stock  of  the  surviving corporation
     immediately  after  the  merger; or (ii) any sale, lease, exchange or other
     transfer (in one transaction or a series of related transactions) of all or
     substantially  all  of  the  assets  of  the  Corporation;  or

2.   the  shareholders of the Corporation shall approve any plan or proposal for
     the  liquidation  or  dissolution  of  the  Corporation

"Code"  means  the  Internal Revenue Code of 1986, as amended from time to time,
and  any  successor  Code,  and  related rules, regulations and interpretations.

"Common  Stock"  or  "Stock"  means the Common Stock, par value per share of the
Corporation whether presently or hereafter issued, or such other class of shares
or  securities  as  to  which  the Plan may be applicable subject to adjustments
pursuant  to  Section  3.

"Common  Stock in Lieu of Cash Compensation Award" means Awards granted pursuant
to  Section  6.

"Corporation"  means  Pangea  Petroleum Corporation, a Colorado Corporation, and
any  successor  or  assignee


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company  corporations  into  which  the  Corporation  may  be merged, changed or
consolidated; any company for whose securities the securities of the Corporation
shall be exchanged; and any assignee of or successor to substantially all of the
assets  of  the  Corporation.

"Director"  means any member of the Board of Directors of the Corporation or any
Parent  or  subsidiary  of  the  Corporation  that  now  exists  or hereafter is
organized  or  acquired  by  or  acquires  the  Corporation.

"Effective  Date"  means the date on which the Plan is initially approved by the
Board  of  Directors  as  set  forth  in  Section  13.

"Eligible  Persons"  shall mean, with respect to the Plan, those persons who, at
the  time  that an Award is granted, are (i) officers, directors or employees of
the Corporation or Affiliate or (ii) attorneys, consultants or subcontractors of
the  Corporation  or  affiliate.

"Employee"  means  any  person  employed  on  an hourly or salaried basis by the
Corporation  or  any  Parent or Subsidiary of the Corporation that now exists or
hereafter  is  organized  or  acquired  by  or  acquires  the  Corporation.

"Fair  Market  Value" means (i) if the Common Stock is not listed or admitted to
trade on a national securities exchange and if bid and ask prices for the Common
Stock  are  not  furnished  through  NASDAQ or a similar organization, the value
established  by the Committee, in its sole discretion, for purposes of the Plan;
(ii) if the Common Stock is listed or admitted to trade on a national securities
exchange  or a national market system, the closing price of the Common Stock, as
published  in  the  Wall Street Journal, so listed or admitted to trade  on such
date  or,  if  there  is  no  trading of the Common Stock on such date, then the
closing  price of the Common Stock on the next preceding  day on which there was
trading  in  such shares; or (iii) if the Common Stock is not listed or admitted
to trade on a national securities exchange or a national market system, the mean
between the bid and ask price for the Common Stock on such date, as furnished by
the National Association of Securities Dealers, Inc. through NASDAQ or a similar
organization  if  NASDAQ  is no longer reporting such information. If trading in
the  stock  or  a  price quotation does not occur on the Date of Grant, the next
preceding  date  on  which  the  stock  was  traded  or  a price was quoted will
determine  the  fair  market  value.

"Non-Employee  Director" means a member of the Board who is not also an employee
of the Corporation or any Subsidiary as that term is defined in Rule 16b-3 under
the  Exchange  Act.

"Plan"  means this Equity Compensation Plan as may be amended from time to time.

"Stock Award" means Awards granted pursuant to Section 5.

"Subsidiary"  means any corporation or other entity (other than the Corporation)
in  any  unbroken  chain  of  corporations  or other entities beginning with the
Corporation  if  each  of  the  corporations  or  entities  (other than the last
corporation  or  entity  in  the  unbroken  chain) owns stock or other interests
possessing  50%  or  more  of the economic interest or the total combined voting
power  of  all  classes  of  stock  or  other  interests  in  one  of  the other
corporations  or  entities  in  the  chain.

"Ten  Percent  Shareholder"  means  an individual who, at the time of the award,
owns  Stock  possessing  more than 10% of the total combined voting power of all
classes  of stock of the Corporation or of any Affiliate. An individual shall be
considered  as  owning  the  Stock  owned, directly or indirectly, by or for his
brothers  and  sisters  (whether by the whole or half blood), spouse, ancestors,
and  lineal  descendants;  and  Stock owned, directly or indirectly, by or for a
corporation,  partnership,  estate, or trust, shall be considered as being owned
proportionately  by  or  for  its  shareholders,  partners,  or  beneficiaries.

"Termination"  or "Termination of Employment" means the occurrence of any act or
event  whether pursuant to an employment agreement or otherwise that actually or
effectively  causes  or results in the person's ceasing, for whatever reason, to
be  an  officer  or  employee  of the Corporation or of any Subsidiary or Parent
including,  without  limitation,  death, disability, dismissal, severance at the
election  of


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the  participant,  retirement,  or  severance as a result of the discontinuance,
liquidation,  sale  or transfer by the Corporation or its Subsidiaries or Parent
of  all  businesses  owned or operated by the Corporation or its Subsidiaries. A
Termination  of  Employment  shall  occur  to  an  employee who is employed by a
Subsidiary  if the Subsidiary shall cease to be a Subsidiary and the participant
shall  not  immediately  thereafter  become  an employee of the Corporation or a
Subsidiary.

"Subsidiary" means any corporation 50% or more of the voting securities of which
are  owned  directly  or  indirectly  by  the Corporation at any time during the
existence  of  this  Plan.

In  addition,  certain  other terms used in this Plan shall have the definitions
given to them in the first place in which they are used.

SECTION  2.

ADMINISTRATION  OF  PLAN;  ADMINISTRATOR  AUTHORITY  TO  SELECT
PARTICIPANTS  AND  DETERMINE  AWARDS

1.  ADMINISTRATION

     (a)  The Plan shall be administered by either the entire Board of Directors
          or  a  committee  of  not fewer than two (2) Independent Directors (in
          either  case, the "Administrator"). Each member of the Committee shall
          be a "non-employee director" within the meaning of Rule 16b-3(b)(3)(i)
          promulgated  under  the  Act,  or  any successor definition under said
          rule.

     (b)  If  this Plan is administered by the Committee, then a majority of the
          full  Committee constitutes a quorum for purposes of administering the
          Plan,  and  all  determinations  of  the  Committee shall be made by a
          majority  of  the  members  present  at a meeting at which a quorum is
          present  or  by  the  unanimous  written  consent  of  the  Committee.

     (c)  If  no  Committee has been appointed, members of the Board may vote on
          any  matters  affecting the administration of the Plan or the grant of
          any  Stock  pursuant to the Plan, except that no such member shall act
          on the granting of Stock to himself, but such member may be counted in
          determining  the  existence  of  a  quorum at any meeting of the Board
          during  which action is taken with respect to the granting of Stock to
          him.

     (d)  The  interpretation  and  construction of the terms of the Plan by the
          Board or a duly authorized committee shall be final and binding on all
          participants  in  the  Plan absent a showing of demonstrable error. No
          member  of the Plan Administrator shall be liable for any action taken
          or  determination  made  in  good  faith  with  respect  to  the Plan.

2.  POWERS OF ADMINISTRATOR. The Administrator shall have the sole and exclusive
power  and  authority  to  grant  Awards  consistent with the terms of the Plan,
including  the  power  and  authority:

     (a)  to  select  the  participants  in  this  plan;

     (b)  establish  the  terms  of the Stock granted to each participants which
          may  not  be  the  same  in  each  case;

     (c)  determine  the  total number of shares of Stock to grant to a grantee,
          which may not be the same amount to each Eligible Person in each case;

     (d)  make  all  other determinations necessary or advisable under the Plan.


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     (e)  The  Plan  Administrator  has  the  sole  and  absolute  discretion to
          determine  whether  the  performance of an Eligible Person warrants an
          award  under  this  Plan,  and  to  determine the amount of the award.

The  Plan  Administrator  has full and exclusive power to construe and interpret
this Plan, to prescribe and rescind rules and regulations relating to this Plan,
and  take  all actions necessary or advisable for the Plan's administration. Any
such  determination  made by the Plan Administrator will be final and binding on
all  persons.  (d)  A  member  of  the Plan Administrator will not be liable for
performing  any  act  or  making  any  determination  in  good  faith

All  decisions  and  interpretations  of  the Administrator shall be made in the
Administrator's  sole  and absolute discretion and shall be final and binding on
all  persons,  including  the  Corporation  and  Plan  participants.

SECTION 3.

                  STOCK ISSUABLE UNDER THE PLAN; TERM OF PLAN;
                  RECAPITALIZATIONS; MERGERS; SUBSTITUTE AWARDS

(a) STOCK ISSUABLE. The maximum number of shares of Stock reserved and available
for  issuance  under  the Plan initially shall be 10,000,000 shares of Stock per
year.  In  addition  if  any  portion  of  an  Award is forfeited, cancelled, or
reacquired  by  the  Corporation,  satisfied  without  the  issuance of Stock or
otherwise  terminated,  the shares of Stock underlying such portion of the Award
shall  be  added  back  to  the shares of Stock available for issuance under the
Plan.  Subject  to  such overall limitation, shares of Stock may be issued up to
such maximum number pursuant to any type or types of Award. The shares available
for  issuance  under  the Plan may be authorized but unissued shares of Stock or
shares  of  Stock  reacquired  by  the  Corporation.

(b)  TERM  OF  PLAN.  No  Awards  shall  be  made  after  January  1,  2013.

(c)  RECAPITALIZATIONS.  Subject to the provisions of Section 12, if, through or
as  a  result  of any merger, consolidation, sale of all or substantially all of
the  assets  of  the  Corporation,  reorganization,  recapitalization,
reclassification,  stock  dividend,  stock  split,  reverse stock split or other
similar  transaction, the outstanding shares of Stock are increased or decreased
or are exchanged for a different number or kind of shares or other securities of
the  Corporation,  or  additional  shares  or  new  or different shares or other
securities  of  the  Corporation  or  other non-cash assets are distributed with
respect  to such shares of Stock or other securities, the Administrator may make
an  appropriate  or proportionate adjustment in (i) the maximum number of shares
reserved  for  issuance  under  the  Plan, (ii) the number and kind of shares or
other  securities  subject  to  any  then outstanding Awards under the Plan, The
adjustment  by  the  Administrator  shall  be  final, binding and conclusive. No
fractional  shares  of  Stock  shall be issued under the Plan resulting from any
such adjustment, but the Administrator in its discretion may make a cash payment
in  lieu  of  fractional  shares.

SECTION 4.

                                   ELIGIBILITY

Awards  under  the  Plan  may  be  granted to employees, including officers, and
directors  of  the Corporation or its subsidiaries, as may be existing from time
to  time, and to other individuals who are not employees of the Corporation, but
performed  bona  fide  services to the Corporation, as may be deemed in the best
interest of the Corporation by the Board or the duly authorized Committee. These
individuals  may be referred to as consultants or key persons.  Such services to
the  Corporation  or  a  subsidiary shall not be in connection with the offer or
sale of securities in a capital-raising transaction. Such Awards shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Board or a duly authorized Committee, all as may be within the
general  provisions  of  this  Plan.


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Every  Eligible  Person,  as  the  Plan  Administrator of the Corporation or any
subsidiary  or  Parent  shall  only  be  eligible  to receive an Award if and as
permitted by applicable law and regulations. The Plan Administrator's Award to a
participant in any year does not require the Plan Administrator to make an Award
to  that participant in any other year. Furthermore, the Plan Administrator make
different  Awards to different participants. The Plan Administrator may consider
such  factors as it deems pertinent in selecting participants and in determining
the  amount  of  their  Stock,  including,  without  limitation;

(i)  the  financial  condition  of  the  Corporation  or  its  Subsidiaries;

(ii)  expected  profits  for  the  current  or  future  years;

(iii)  the  contributions  of a  prospective participant to the profitability or
success  of  the  Corporation  or  its  Subsidiaries;  and

(iv)  the  adequacy  of  the  prospective  participant's  other  compensation.

Participants  may  include  persons  to whom stock, or other benefits previously
were  granted  under  this or another plan of the Corporation or any Subsidiary.

(b)  No  Right  of  Employment.  A Grantee's right, if any, to continue to serve
the  Corporation  and  its  Subsidiaries  as an Employee will not be enlarged or
otherwise affected by his designation as a participant under this Plan, and such
designation  will  not  in  any way restrict the right of the Corporation or any
Subsidiary,  as  the case may be, to terminate at any time the employment of any

SECTION 5.

                             RESTRICTED STOCK AWARDS

(a)  NATURE OF STOCK AWARDS. A  Restricted Stock Award is an Award entitling the
recipient  to  acquire,  at  par  value  or  such  other  higher  purchase price
determined  by  the  Administrator,  shares of Stock, restricted under Rule 144,
subject  to  such restrictions and conditions as the Administrator may determine
at  the  time  of  grant.  Conditions  may be based on continuing employment (or
other  business  relationship) and/or achievement of pre-established performance
goals  and  objectives.  The  terms  and conditions of each Stock Award shall be
determined  by the Administrator, and such terms and conditions may differ among
individual  Awards  and  participants.

(b)  RIGHTS  AS A STOCKHOLDER. Upon execution of the grant of a Restricted Stock
Award  and  paying  any  applicable purchase price, a participant shall have the
rights of a stockholder with respect to the voting of the Stock, subject to such
terms  and  conditions  as  may  be  imposed  by  the  Administrator.

SECTION 6.

                COMMON STOCK IN LIEU OF CASH COMPENSATION AWARDS

(a)  GRANTS OF COMMON STOCK PAYABLE IN LIEU OF CASH. The Administrator may grant
shares of Stock available for issuance under the Plan to an eligible participant
in  lieu  of cash compensation earned by the participant with the consent of the
participant,  or  under  a short- or long-term incentive plan of the Corporation
(an  "Other  Incentive  Plan),  PROVIDED, however, that the award made under the
Other  Incentive  Plan allows for satisfaction of such award by payment of Stock
in  lieu  of  cash compensation. Additionally, shares of Stock may be granted if
specified  performance  goals established by the Administrator are met, provided
that  the  performance  goals  so  established  meet the requirements of Section
162(m)  of  the  Code  and that the Administrator certifies that the performance
goals  have been met. In the event of a grant of shares of Stock in lieu of cash
compensation, such grant shall be conditioned upon the participant's irrevocable
election  to  waive  receipt  of  all  or  a  portion  of  the cash compensation


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<PAGE>
otherwise  payable,  which  waiver  shall  constitute  payment  in  full by such
participant  for  the shares of Stock granted in lieu of such cash compensation.

(b)  DATE  OF GRANT. Stock granted in lieu of cash compensation shall be granted
to  each participant on the date the waived cash compensation would otherwise by
paid,  provided,  however,  that with respect to a participant who is subject to
Section 16 of the Act, if such grant date is not at least six months and one day
from  the  date of the election, the grant shall be delayed until the date which
is  six  months and one day from the date of the election (or the next following
business  day,  if  such  date is not a business day) to the extent necessary to
conform  to  the  requirements for exempt purchases under Rule 16b-3 of the Act.

(c)  NUMBER  OF  SHARES.  The  number of shares of Stock granted in lieu of cash
compensation  shall  be  determined  by  dividing  the amount of the waived cash
compensation  by  the  Fair  Market  Value of the Stock on the date the Stock is
granted.  Such  Stock  shall  be  granted  for  the  whole  number  of shares so
determined;  the  value  of  any  fractional  share  shall  be  paid  in  cash.


SECTION 7.

                                 TAX WITHHOLDING

(a)  PAYMENT  BY  PARTICIPANT. Each participant shall, no later than the date as
of  which  the value of an Award or of any Stock or other amounts received there
under  first  becomes  includable  in  the  gross  income of the participant for
Federal  income  tax  purposes,  pay  to  the  Corporation, or make arrangements
satisfactory  to  the Administrator regarding payment of, any Federal, state, or
local  taxes  of  any  kind  required by law to be withheld with respect to such
income.  The  Corporation and its Subsidiaries shall, to the extent permitted by
law,  have  the  right  to  deduct  any  such taxes from any payment of any kind
otherwise  due to the participant. The Corporation's obligation to deliver stock
certificates to any participant is subject to and conditioned on tax obligations
being  satisfied  by  the  participant.

(b)  PAYMENT  IN  STOCK. Subject to approval by the Administrator, a participant
may  elect  to  have  such  tax withholding obligation satisfied, in whole or in
part,  by (i) authorizing the Corporation to withhold from shares of Stock to be
issued  pursuant  to  any Award a number of shares with an aggregate Fair Market
Value  (as  of  the  date  the  withholding  is effected) that would satisfy the
withholding  amount due, or (ii) transferring to the Corporation shares of Stock
owned by the participant with an aggregate Fair Market Value (as of the date the
withholding  is  effected)  that  would  satisfy  the  withholding  amount  due.

(c)  LIABILITY  OF  THE  COMPANY.  The  Corporation  that  is  in  existence  or
hereafter  comes  into  existence  shall not be liable to any person for any tax
consequences  expected but not realized by any person due to the grant of Stock.

SECTION 8.

                        TRANSFER, LEAVE OF ABSENCE, ETC.

For purposes of the Plan, the following events shall not be deemed a termination
of  employment:

(a)  a  transfer  to the employment of the Corporation from a Subsidiary or from
the  Corporation  to  a  Subsidiary,  or  from  one  Subsidiary  to  another; or

(b)  an  approved  leave of absence for military service or sickness, or for any
other  purpose  approved  by  the  Corporation,  if  the employee's right to re-
employment is guaranteed either by a statute or by contract or under the written
policy  pursuant  to  which  the  leave  of  absence  was  granted  or  if  the
Administrator  otherwise  so  provides  in  writing.

SECTION 9.


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                           AMENDMENTS AND TERMINATION

The  Board  of Directors of the Corporation may amend, terminate or suspend this
Plan  at  any time, in its sole and absolute discretion; provided, however, that
to  the  extent required to qualify this Plan under Rule 16b-3 promulgated under
Section  16 of the Exchange Act, no amendment that would (a) materially increase
the number of shares of Stock that may be issued under this Plan, (b) materially
modify the requirements as to eligibility for participation in this Plan, or (c)
otherwise  materially  increase the benefits accruing to participants under this
Plan,  shall  be  made  without  the approval of the Corporation's shareholders.
Subject  to  the preceding sentence, the Board of Directors shall have the power
to  make  any  changes  in  the  Plan  and in the regulations and administrative
provisions  under  it  as  in  the opinion of counsel for the Corporation may be
necessary  or  appropriate  from  time  to  time.

SECTION 10.

                                 STATUS OF PLAN

Unless  the  Administrator  shall otherwise expressly determine in writing, with
respect  to  the  portion  of  any  Award  which  has not been exercised and any
payments  in cash, Stock or other consideration not received by a participant, a
participant shall have no rights greater than those of a general creditor of the
Corporation.  In  its  sole  discretion,  the  Administrator  may  authorize the
creation  of  trusts or other arrangements to meet the Corporation's obligations
to  deliver  Stock  or  make payments with respect to Awards hereunder, provided
that  the  existence of such trusts or other arrangements is consistent with the
foregoing  sentence.

SECTION 11.

                     CHANGE OF CONTROL AND MERGER PROVISIONS

(a)  In  contemplation  of and subject to the consummation of a consolidation or
merger  or  sale of all or substantially all of the assets of the Corporation in
which  outstanding  shares  of Stock are exchanged for securities, cash or other
property  of  an  unrelated  corporation or business entity or in the event of a
liquidation  or  dissolution  of  the Corporation or in the event of a corporate
reorganization of the Corporation (in each case, a "Transaction"), the Board, or
the  board  of  directors  of  any  corporation  or  other  entity  assuming the
obligations  of the Corporation, may, in its discretion, take any one or more of
the  following  actions,  as to outstanding Awards: (i) provide that such Awards
shall  be assumed or equivalent awards shall be substituted, by the acquiring or
succeeding  corporation  or  other entity (or an affiliate thereof), and/or (ii)
upon  written notice to the participants, provide that all Awards will terminate
immediately  prior  to  the  consummation of the Transaction. In the event that,
pursuant  to  clause  (ii) above, Awards will terminate immediately prior to the
consummation  of  the  Transaction,  all vested Awards shall be fully settled in
cash  or  in  kind  at  such  appropriate  consideration  as  determined  by the
Administrator  in  its  sole  discretion  after  taking into account any and all
consideration  payable  per  share  of  Stock  pursuant  to the Transaction (the
"Transaction  Price").

(b)  "Change of Control" shall be defined as an event subsequent to the adoption
of  this Plan, by any "person," as such term is used in Sections 13(d) and 14(d)
of the Act (other than the Corporation, any of its Subsidiaries, any "affiliate"
or  "associate"  (as  such terms are defined in Rule 12b-2 under the Act) of the
foregoing  persons,  or any trustee, fiduciary or other person or entity holding
securities under any employee benefit plan or trust of the Corporation or any of
its  Subsidiaries),  together  with  all  "affiliates" and "associates" (as such
terms  are defined in Rule 12b-2 under the Act) of such person, who shall become
the  "beneficial  owner"  (as such term is defined in Rule 13d-3 under the Act),
directly  or  indirectly,  of  securities of the Corporation representing 25% or
more  of  the  combined  voting  power  of  the  Corporation's  then outstanding
securities having the right to vote in an election of the Corporation's Board of
Directors  ("Voting  Securities")  (other  than as a result of an acquisition of
securities  directly  from  the  Corporation).


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Notwithstanding the foregoing, a "Change of Control" shall not be deemed to have
occurred  for  purposes  of  the foregoing clause (i) solely as the result of an
acquisition  of  securities  by the Corporation which, by reducing the number of
shares  of  Voting Securities outstanding, increases the proportionate number of
shares  of Voting Securities beneficially owned by any person (as defined in the
foregoing  clause  (i))  to 25% or more of the combined voting power of all then
outstanding  Voting  Securities;  PROVIDED,  however,  that if such person shall
thereafter  become  the  beneficial  owner  of  any  additional shares of Voting
Securities  (other  than  pursuant  to a stock split, stock dividend, or similar
transaction  or  as  a  result of an acquisition of securities directly from the
Corporation),  then  a  "Change of Control" shall be deemed to have occurred for
purposes  of  the  foregoing  clause.

SECTION 12.

                               GENERAL PROVISIONS

(a)  NO  DISTRIBUTION; COMPLIANCE WITH LEGAL REQUIREMENTS. The Administrator may
require  each  person  acquiring  Stock pursuant to an Award to represent to and
agree  with  the Corporation in writing that such person is acquiring the shares
without  a  view  to  distribution  thereof.  No shares of Stock shall be issued
pursuant  to  an  Award  until all applicable securities law and other legal and
stock  exchange  or  similar requirements have been satisfied. The Administrator
may  require  the  placing  of  such  stop  orders  and  restrictive  legends on
certificates  for  Stock  and  Awards,  as  it  deems  appropriate.

(b)  DELIVERY  OF  STOCK  CERTIFICATES.  Stock  certificates  to be delivered to
participants under this Plan shall be deemed delivered for all purposes when the
Corporation  or a stock transfer agent of the Corporation shall have mailed such
certificates  in  the  United  States mail, addressed to the participant, at the
participant's  last  known  address  on  file  with  the  Corporation.

(c)  OTHER COMPENSATION ARRANGEMENTS; NO EMPLOYMENT RIGHTS. Nothing contained in
this Plan shall prevent the Board from adopting other or additional compensation
arrangements,  including  trusts,  and such arrangements may be either generally
applicable  or  applicable only in specific cases. The adoption of this Plan and
the  grant  of  Awards shall not confer upon any employee any right to continued
employment with the Corporation or any Subsidiary and shall not interfere in any
way  with  the  right  of  the  Corporation  or  any Subsidiary to terminate the
employment  of  any  of  its  employees  at  any  time.

(d)  TRADING  POLICY  RESTRICTIONS.  Sale of Stock acquired pursuant to an Award
under  the  Plan  shall  be  subject  to  such  Corporation's
insider-trading-policy-related  restrictions  as  established by the Corporation
from  time, terms and conditions as may be established by the Administrator from
time to time, or in accordance with policies set by the Administrator, from time
to  time.

(e)  INDEMNIFICATION  OF  THE COMMITTEE AND THE BOARD OF DIRECTORS. With respect
to administration of this Plan, the Corporation shall indemnify each present and
future  member  of  the  Committee  and the Board of Directors against, and each
member  of  the  Committee  and the Board of Directors shall be entitled without
further  act  on  his  part  to indemnity from the Corporation for, all expenses
(including  attorney's  fees, the amount of judgments and the amount of approved
settlements  made  with  a view to the curtailment of costs of litigation, other
than  amounts  paid  to  the  Corporation  itself) reasonably incurred by him in
connection  with  or  arising out of any action, suit, or proceeding in which he
may  be involved by reason of his being or having been a member of the Committee
and/or  the  Board  of Directors, whether or  not he continues to be a member of
the  Committee  and/or  the  Board  of  Directors  at  the time of incurring the
expenses, including, without limitation, matters as to which he shall be finally
adjudged  in  any  action,  suit  or  proceeding to have been found to have been
negligent  in  the  performance  of his duty as a member of the Committee or the
Board  of  Directors.  However,  this  indemnity  shall not include any expenses
incurred by any member of the Committee and/or the Board of Directors in respect
of  matters  as  to  which  he  shall be finally adjudged in any action, suit or
proceeding  to have been guilty of gross negligence or willful misconduct in the
performance  of  his  duty  as  a  member  of


                                                                               9
<PAGE>
the  Committee  and  the  Board  of  Directors.  In  addition,  no  right  of
indemnification  under  this  Plan  shall  be available to or enforceable by any
member  of the Committee and the Board of Directors unless, within 60 days after
institution  of  any  action,  suit  or  proceeding,  he  shall have offered the
Corporation  the  opportunity  to handle and defend same at its own expense. The
failure to notify the Corporation within 60 days shall only affect a Director or
committee member's right to indemnification if said failure to notify results in
an  impairment of the Corporation's rights or is detrimental to the Corporation.
This right of indemnification shall inure to the benefit of the heirs, executors
or administrators of each member of the Committee and the Board of Directors and
shall  be in addition to all other rights to which a member of the Committee and
the  Board  of  Directors  may  be  entitled  as  a  matter of law, contract, or
otherwise.

(f)  GENDER. If the context requires, words of one gender when used in this Plan
shall  include the others and words used in the singular or plural shall include
the  other.

(g)  HEADINGS. Headings of Articles and Sections are included for convenience of
reference  only  and do not constitute part of the Plan and shall not be used in
construing  the  terms  of  the  Plan.

(h)  OTHER  COMPENSATION  PLANS.  The adoption of this Plan shall not affect any
other  compensation  or  benefit  plans  in  effect  for  the Corporation or any
Affiliate,  nor  shall  the  Plan preclude the Corporation from establishing any
other forms of compensation, including a stock option plan, for employees of the
Corporation  or  any  Affiliate.

(i)  OTHER  AWARDS.  The  grant  of  Stock  or  Awards shall not confer upon the
Eligible  Person  the right to receive any future or other Stock or Awards under
this  Plan,  whether or not Stock or Awards may be granted to similarly situated
Eligible  Persons,  or the right to receive future Stock or Awards upon the same
terms  or  conditions  as  previously  granted.

SECTION 13.

                             EFFECTIVE DATE OF PLAN

The Plan shall become effective immediately on adoption by the board of
directors of the Corporation (the "Board").

SECTION 14.

                                  GOVERNING LAW

This Plan and all Awards and actions taken there under shall be governed by, and
construed in accordance with, the laws of the State of Colorado, applied without
regard  to  conflict  of  law  principles.


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