BASIN EXPLORATION, INC.

               NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN


I.        PURPOSE

          Basin Exploration Inc. Non-employee Director's Stock Option
Plan (the "Plan") provides for the grant of Stock Options to Non-
employee Directors of Basin Exploration, Inc. (the "Company") in order
to encourage and provide incentives for high level performance by its
Non-employee Directors.

II.       NON-INCENTIVE STOCK OPTIONS

          The Stock Options granted under the Plan shall be
nonstatutory stock options ("NSOs") which are intended to be options
that do not qualify as "incentive stock options" under Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").

III.      ADMINISTRATION

          3.1  Committee.  The Plan shall be administered by the Board
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of Directors of the Company (the "Board") or by a committee of such
Board members or other persons as may be appointed by the Board.  The
Committee or the Board, as the case may be, shall have full authority
to administer the Plan, including authority to interpret and construe
any provision of the Plan and any Stock Option granted thereunder, and
to adopt such rules and regulations for administering the Plan as it
may deem necessary in order to comply with the requirements of the
Code or in order to conform to any regulation or to any change in any
law or regulation applicable thereto.  However, the Committee shall
have no authority, discretion or power to select the Directors who
will receive any Stock Option, determine the number of shares to be
issued hereunder or the time at which such Stock Options are to be
granted, establish the duration of the Stock Options or alter any
other terms or conditions specified in the Plan, except in the sense
of administering the Plan subject to the provisions of the Plan.  The
Board of Directors may reserve to itself any of the authority granted
to the Committee as set forth herein, and it may perform and discharge
all of the functions and responsibilities of the Committee at any time
that a duly constituted Committee is not appointed and serving.  All
references in this Plan to the "Committee" shall be deemed to refer to
the Board of Directors whenever the Board is discharging the powers
and responsibilities of the Committee.

          3.2  Actions of Committee.  All actions taken and all
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interpretations and determinations made by the Committee in good faith
(including determinations of Fair Market Value) shall be final and
binding upon all Participants, the Company

and all other interested persons.  No member of the Committee shall be
personally liable for any action, determination or interpretation made
in good faith with respect to the Plan, and all members of the
Committee shall, in addition to their rights as directors, be fully
protected by the Company with respect to any such action,
determination or interpretation.

IV.       DEFINITIONS

          4.1  "Stock Option."  A Stock Option is the right granted
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under the Plan to a Non-employee Director to purchase, at such time or
times and at such price or prices ("Option Price") as are determined
pursuant to the Plan, the number of shares of Common Stock determined
pursuant to the Plan.

          4.2  "Common Stock."  A share of Common Stock means a share
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of authorized but unissued or reacquired Common Stock (par value $.01
per share) of the Company.

          4.3  "Fair Market Value."  If the Common Stock is not traded
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publicly, the Fair Market Value of a share of Common Stock on any date
shall be determined, in good faith, by the Board or the Committee
after such consultation with outside legal, accounting and other
experts as the Board or the Committee may deem advisable, and the
Board or the Committee shall maintain a written record of its method
of determining such value.  If the Common Stock is traded publicly,
the Fair Market Value of a share of Common Stock on any date shall be
the average of the representative closing bid and asked prices, as
quoted by the National Association of Securities Dealers through
NASDAQ (its automated system for reporting quotes), for the date in
question or, if the Common Stock is listed on the NASDAQ National
Market System or is listed on a national stock exchange, the
officially quoted closing price on NASDAQ or such exchange, as the
case may be, on the date in question.

          4.4  "Non-employee Director".  A Non-employee Director is a
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Member of the Board of Directors of the Company who is not also an
employee of the Company or any of its subsidiaries.

          4.5  "Participant".  A Participant is a Non-employee
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Director to whom a Stock Option is granted.

V.        OPTION GRANTS

          5.1  Number of Shares.  Upon the initial election or
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appointment of a Non-employee Director to the Company's Board of
Directors, the Non-employee Director shall be granted a Stock Option
to purchase 10,000 shares of Common Stock (subject to adjustment
pursuant to Section 6.2 hereof) effective as of the date such person
is elected or appointed to the Board of Directors, which shall vest

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in equal installments on the first, second and third anniversaries of
election or appointment to the Board; provided, however, that no such
Stock Options shall be granted hereunder until the Company's
registration statement with respect to the initial public offering of
its shares is declared effective by the Securities and Exchange
Commission.  In addition, each Non-employee Director shall be granted
a Stock Option to purchase 2,500 shares of Common Stock (subject to
adjustment pursuant to Section 6.2 hereof) effective as of each
anniversary date of such Directors' election to the board, which
option shall vest one year from the date of grant.

          5.2  Price.  The purchase price per share of Common Stock
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for the shares to be purchased pursuant to the exercise of any Stock
Option shall be 100% of the Fair Market Value of a share of Common
Stock on the date on which the Non-employee Director is granted the
Stock Option.

          5.3  Other Terms.  Except for the limitations set forth in
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Sections 5.1, 5.2 and 7.1, the terms and provisions of Stock Options
shall be as determined from time to time by the Committee, and each
Stock Option issued may contain terms and provisions different from
other Stock Options granted to the same or other Stock Option
recipients.  Each Stock Option shall be evidenced by a written
agreement ("Option Agreement") containing such terms and provisions as
the Committee may determine, subject to the provisions of the Plan.

VI.       SHARES OF COMMON STOCK SUBJECT TO THE PLAN

          6.1  Maximum Number.  The maximum aggregate number of shares
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of Common Stock that may be made subject to Stock Options shall be
100,000 authorized but unissued shares.  If any shares of Common Stock
subject to Stock Options are not purchased or otherwise paid for
before such Stock Options expire, such shares may again be made
subject to Stock Options.

          6.2  Capital Changes.  In the event any changes are made to
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the shares of Common Stock (whether by reason of merger,
consolidation, reorganization, recapitalization, stock dividend in
excess of ten percent (10%) at any single time, stock split,
combination of shares, exchange of shares, change in corporate
structure or otherwise), appropriate adjustments shall be made in:
(i) the number of shares of Common Stock theretofore made subject to
Stock Options, and in the purchase price of said shares; and (ii) the
aggregate number of shares which may be made subject to Stock Options.
Such adjustments may be made by the Board of Directors or the
Committee without receipt of consideration by the Company.  If any of
the foregoing adjustments shall result in a fractional share, the
fraction shall be disregarded, and the Company shall have no
obligation to make any cash or other payment with respect to such a
fractional share.

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VII.      EXERCISE OF STOCK OPTIONS

          7.1  Time of Exercise.  A Stock Option shall become
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exercisable in accordance with Section 5.1, subject to Articles XI and
XII.  Such times shall be set forth in the Option Agreement evidencing
such Stock Option.  A Stock Option shall expire, to the extent not
exercised, five years after the date on which it was granted.

          7.2  Stock Restriction Agreement.  The Committee may provide
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that shares of Common Stock issuable upon the exercise of a Stock
Option shall, under certain conditions, be subject to restrictions
whereby the Company has a right of first refusal with respect to such
shares or a right or obligation to repurchase all or a portion of such
shares, which restrictions may survive a Participant's term as a
director of the Company.  The acceleration of time or times at which a
Stock Option becomes exercisable may be conditioned upon the
Participant's agreement to such restrictions.

          7.3  Termination of Director Status Before Exercise.  If a
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Participant's term as a director of the Company shall terminate for
any reason other than the Participant's death or disability, any Stock
Option then held by the Participant, to the extent then exercisable
under the applicable Option Agreement(s), shall remain exercisable
after the termination of his director status for a period of three
months (but in no event beyond five years from the date of grant of
the Stock Option).  If the Participant's director status is terminated
because the Participant dies while, or within three months after,
serving as a director, or is disabled within the meaning of
Section 22(e)(3) of the Code, any Stock Option then held by the
Participant, to the extent then exercisable under the applicable
Option Agreement(s), shall remain exercisable after the termination of
his directorship for a period of twelve months (but in no event beyond
five years from the date of grant of the Stock Option).  If the Stock
Option is not exercised during the applicable period, it shall be
deemed to have been forfeited and of no further force or effect.

          7.4  Disposition of Forfeited Stock Options.  Any shares of
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Common Stock subject to Stock Options forfeited by a Participant shall
not thereafter be eligible for purchase by the Participant but may be
made subject to Stock Options granted to other Participants.

          7.5  Withholding of Tax.  To the extent required by
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applicable law and regulation, each Participant must arrange with the
Company for the payment of any federal, state or local income or other
tax applicable to the Stock Option granted hereunder before the
Company shall be required to deliver to the Participant a certificate
for the shares purchased upon exercise of the Stock Option.

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VIII.     NO EFFECT UPON STOCKHOLDER RIGHTS

          Nothing in this Plan shall interfere in any way with the
right of the stockholders of the Company to remove the Participant
from the Board pursuant to the Delaware General Corporation Law and
the Company's Certificate of Incorporation and Bylaws.

IX.       NO RIGHTS AS A STOCKHOLDER

          A Participant shall have no rights as a stockholder with
respect to any shares of Common Stock subject to a Stock Option.
Except as provided in Section 6.2, no adjustment shall be made in the
number of shares of Common Stock issued to a Participant, or in any
other rights of the Participant upon exercise of a Stock Option by
reason of any dividend, distribution or other right granted to
stockholders for which the record date is prior to the date of
exercise of the Participant's Stock Option.

X.        ASSIGNABILITY

          No Stock Option granted under this Plan, nor any other
rights acquired by a Participant under this Plan, shall be assignable
or transferable by a Participant, other than by will or the laws of
descent and distribution or pursuant to a qualified domestic relations
order as defined by the Code, Title I of the Employee Retirement
Income Security Act ("ERISA"), or the rules thereunder.  In the event
of the Participant's death while, or within three months after,
serving as a director, the Stock Option may be exercised to the extent
then exercisable under the applicable Option Agreement by the personal
representative of the Participant's estate or, if no personal
representative has been appointed, by the successor or successors in
interest determined under the Participant's will or under the
applicable laws of descent and distribution.

XI.       REORGANIZATION OR LIQUIDATION OF THE COMPANY

          In the event that the Company is merged or consolidated with
another corporation (other than a merger or consolidation in which the
Company is the continuing corporation and which does not result in any
reclassification or change of outstanding Shares), or if all or
substantially all of the assets or more than 50% of the outstanding
voting stock of the Company is acquired by any other corporation,
business entity or person (other than a sale or conveyance in which
the company continues as a holding company of an entity or entities
that conduct the business or businesses formerly conducted by the
Company), or in case of a reorganization (other than a reorganization
under the United States Bankruptcy Code) or liquidation of the
Company, and if the provisions of Article XII do not apply, the
members of the Board of Directors who are employees of the Company
shall have the power and discretion to prescribe the terms and
conditions for the exercise of, or modification of, the Stock Options
granted hereunder.  By way of

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illustration, and not by way of limitation, such board members may
provide for the complete or partial acceleration of the dates of
exercise of the Stock Options, or may provide that such Stock Options
will be exchanged or converted into options to acquire securities of
the surviving or acquiring corporation, or may provide for a payment
or distribution in respect of outstanding Stock Options (or the
portion thereof that is currently exercisable) in cancellation
thereof.  Such board members may provide that Stock Options or other
rights granted hereunder must be exercised in connection with the
closing of such transaction, and that if not so exercised such Options
will expire.  Any such determinations by such board members may be
made generally with respect to all Participants, or may be made on a
case-by-case basis with respect to particular Participants.  The
provisions of this Article XI shall not apply to any transaction
undertaken for the purpose of reincorporating the Company under the
laws of another jurisdiction, if such transaction does not materially
affect the beneficial ownership of the Company's capital stock.

XII.      CHANGE IN CONTROL

          12.1 Options.  In the event of a change in control of the
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Company as defined in Section 12.2, then members of the Board who are
employees of the Company may, in their sole discretion, without
obtaining stockholder approval, to the extent permitted in
Article XIII, take any or all of the following actions:
(a) accelerate the exercise dates of any outstanding Stock Options or
make all such Options fully vested and exercisable; (b) grant a cash
bonus award to any Participant in an amount necessary to pay the
exercise price of all or any portion of the Stock Options then held by
such Participant; (c) pay cash to any or all Participants in exchange
for the cancellation of their outstanding Stock Options in an amount
equal to the difference between the exercise price of such Stock
Options and the greater of the tender offer price for the underlying
Common Stock or the Fair Market Value of the Common Stock on the date
of the cancellation of the Stock Options; and (d) make any other
adjustments or amendments to the outstanding Stock Options.

          12.2 Definition.  For purposes of this Plan, a "change in
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control" shall be deemed to have occurred if (a) any "person" or
"group" (within the meaning of Sections 13(d) and 14(d)(2) of the 1934
Act), other than a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or Mr. Michael Smith is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the
1934 Act), directly or indirectly, of more than 33-1/3 of the then
outstanding voting stock of the Company; or (b) at any time during any
period of three consecutive years (not including any period prior to
the Effective Date), individuals who at the beginning of such period
constitute the Board (and any new director whose election by the Board
or whose nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds of the directors then still
in office who either were directors at the beginning of such period or
whose election or nomination for election was previously so approved)

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cease for any reason to constitute a majority thereof; or (c) the
stockholders of the Company approve a merger or consolidation of the
Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the surviving entity) at least 80% of the combined
voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation, or
the stockholders approve a plan of complete liquidation of the Company
or an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets.

XIII.     AMENDMENT

          The Board may from time to time alter, amend, suspend or
discontinue the Plan, including, where applicable, any modifications
or amendments as it shall deem advisable in order to conform to any
regulation or to any change in any law or regulation applicable
thereto; provided, however, that no such action shall adversely affect
the rights and obligations with respect to Stock Options at any time
outstanding under the Plan; and provided further that no such action
shall, without the approval of the stockholders of the Company,
(i) materially increase the maximum number of shares of Common Stock
that may be made subject to Stock Options (unless necessary to effect
the adjustments required by Section 6.2), (ii) materially increase the
benefits accruing to Participants under the Plan, or (iii) materially
modify the requirements as to eligibility for participation in the
Plan.  Subject to the foregoing, the provisions of Article V of the
Plan which set forth the number of shares of Common Stock for which
Stock Options shall be granted, the timing of Stock Option grants and
the Stock Option exercise price shall not be amended more than once
every six (6) months other than to comport with changes in the Code,
ERISA, or the rules thereunder.

XIV.      REGISTRATION OF OPTIONED SHARES

          The Stock Options shall not be exercisable unless the
purchase of such optioned shares is pursuant to an applicable
effective registration statement under the Securities Act of 1933, as
amended (the "Act"), or unless, in the opinion of counsel to the
Company, the proposed purchase of such optioned shares would be exempt
from the registration requirements of the Act and from the
registration or qualification requirements of applicable state
securities laws.

XV.       BROKERAGE ARRANGEMENTS

          The Committee, in its discretion, may enter into
arrangements with one or more banks, brokers or other financial
institutions to facilitate the disposition of shares acquired upon
exercise of Stock Options including, without limitation, arrangements
for the simultaneous exercise of Stock Options and sale of the shares
acquired upon such exercise.

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XVI.      NONEXCLUSIVITY OF THE PLAN

          Neither the adoption of the Plan by the Board nor the
submission of the Plan to stockholders of the Company for approval
shall be construed as creating any limitations on the power or
authority of the Board to adopt such other or additional compensation
arrangements of whatever nature as the Board may deem necessary or
desirable or preclude or limit the continuation of any other plan,
practice or arrangement for the payment of compensation or fringe
benefits to Non-employee Directors, which the Company now has lawfully
put into effect.

XVII.     EFFECTIVE DATE

          This Plan was adopted by the Board of Directors and became
effective on March 9, 1992 and was approved by the Company's
stockholder on March 16, 1992.

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