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                                  Exhibit 10(b)




                          CHIEFTAIN INTERNATIONAL, INC.




                                SHARE OPTION PLAN





                                 MARCH 15, 2000



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                          CHIEFTAIN INTERNATIONAL, INC.

                                SHARE OPTION PLAN


1.      PURPOSE

        The purpose of the Plan is to encourage present and future directors,
        key employees and consultants to promote the growth and development of
        Chieftain International, Inc. (the "Company") by providing such
        directors, employees and consultants with the opportunity, through share
        options, to purchase shares in the Company and to recognize the
        contributions of directors, key employees and consultants to the success
        of the Company by granting them share options.

2.      ADMINISTRATION

        The Plan shall be administered and interpreted by the Board of Directors
        (the "Board") of the Company. The Board may delegate to the Compensation
        Committee (the "Committee") full power and authority to take any action
        required or permitted to be taken by the Board under the Plan including
        the full power and authority to administer the Plan, but excluding the
        power to amend or terminate the Plan. Any decision on Plan
        interpretation made by the Board shall be final and nothing contained
        herein shall restrict or limit or be deemed to restrict or limit the
        rights or powers of the Board.

3.      ELIGIBILITY

        Such directors and employees of and consultants to the Company and its
        subsidiaries as are designated by the Board upon the advice of the
        President shall be eligible to receive options under the Plan.

4.      SHARES SUBJECT TO PLAN

        Shares subject to the Plan shall be such number of unissued common
        shares of the Company as has been reserved for purposes of the Plan by
        resolution of the Board, subject to such regulatory approval as may
        apply. Shares in respect of which options have terminated without
        exercise shall be available for subsequent options.

        The number of shares reserved for grants under the Plan shall be limited
        to 1,500,000 shares subject to the provisions of Section 10,
        "Alterations in Shares", and shall not in any event exceed ten per cent
        of the total number of issued and outstanding common shares of the
        Company.

5.      GRANTING OF OPTIONS

        The Board upon the advice of the President may from time to time grant,
        to eligible directors, employees and consultants options to purchase
        shares of the Company in such amounts as the Board may determine, except
        that at no time will an optionee hold options to purchase more than 5%
        of the issued and outstanding common shares of the Company.

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Chieftain International, Inc. Share Option Plan
March 15, 2000                                                                 2

6.      OPTION PRICE

        The option price shall be fixed by the Board when an option is granted
        at not less than the market price of the final board lot of the common
        shares traded on the American Stock Exchange on the trading day
        preceding the day on which the option is granted during which at least
        500 common shares traded.

7.      MATURITY OF OPTIONS

        Each option will mature and be exercisable as to one-third (1/3) of the
        shares subject thereto immediately following the end of each of the
        first three years of the term and may be exercised at any time in whole
        or in part only after maturity and prior to the end of the full term.

8.      OPTION AGREEMENTS

        Each option granted hereunder shall be evidenced by a written option
        agreement between the Company and the optionee and shall contain such
        terms and conditions as may be provided by the Board upon the advice of
        the President. The terms and conditions of option agreements need not be
        identical. The option agreements shall include provisions as to:

        (a) the number of shares under option,
        (b) the option price,
        (c) any restrictions on exercise of the option, and
        (d) the expiry date of the option.

9.      EXERCISE OF OPTION

        An option, or any portion thereof, may be exercised by delivering to the
        Company a written notice of exercise specifying the number of shares
        with respect to which the option is being exercised and accompanied by
        payment in full of the purchase price of the shares.

        The Company, in the sole discretion of the Board, may, in lieu of
        delivering common shares upon exercise of a stock option, pay the
        optionee the amount of the difference between the fair market value and
        the option price, fair market value being the weighted average trading
        price for the common shares on the American Stock Exchange during the
        five trading days immediately preceding the exercise date.

10.     ALTERATIONS IN SHARES

        Appropriate adjustments in the number of shares subject to option and in
        the option price per share shall be made by the Board to give effect to
        adjustments in the number of common shares of the Company resulting from
        subdivision, consolidation or reclassification of the common shares of
        the Company, or the reconstruction, reorganization or recapitalization
        of the Company or other relevant changes in the capital of the Company.

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Chieftain International, Inc. Share Option Plan
March 15, 2000                                                                 3


11.     CHANGE OF CONTROL

        Clause 7 hereof notwithstanding, in the event of (i) the making of an
        offer for such number of common shares of the Company as would, if
        successful, result, in the opinion of the Board, in a change of control;
        or (ii) any event which, in the opinion of the Board, warrants same, the
        option shall be exercisable in full and the optionee may exercise the
        option for a period of 60 days following the date of such event, or such
        shorter period of time as the Board shall fix, having regard to the
        nature of the event.

12.     EXPIRY OF OPTIONS

        An option granted under the Plan shall, unless otherwise prescribed by
        the Board, expire on the tenth anniversary of the date the option was
        granted, provided the optionee remains in the service of the Company.

        Notwithstanding the provisions of Clause 7, in the event of termination
        of service as a result of:

        (a)     retirement of an employee under a retirement plan or early
                retirement policy of the Company after at least five years of
                service, or

        (b)     conclusion of service of a director or consultant after at least
                five years of service as a director or consultant

        the option shall be exercisable and the optionee or the legal heirs of
        the optionee, as the case may be, may exercise the option for a period
        of 5 years or until the normal expiry date of such option, if earlier.

        Also notwithstanding the provisions of Clause 7, in the event of
        termination of service as a result of:

        (a)    disability, or

        (b)    death,

        the option shall be exercisable and the optionee or the legal heirs of
        the optionee, as the case may be, may exercise the option for a period
        of 18 months unless a longer period, ending no later than the normal
        expiry date of the option, is fixed by the Board.

        In the case of termination of service for any other reason and unless
        the Board determines otherwise, the optionee may continue to exercise
        his option, to the extent it was exercisable on the date of termination,
        for 60 days following such termination or until the normal expiry date
        of such option, if earlier.

13.     CASH PREMIUMS

        The Company will provide to the optionee a cash payment approximately
        equal to the income tax payable as a result of the optionee having
        exercised his option, in whole or in part, subject to the following
        conditions:

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Chieftain International, Inc. Share Option Plan
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        (a)     cash premiums will be paid only in respect of the exercise of
                his option no earlier than four years from the date of grant,

        (b)     cash premiums will be paid only with respect to shares retained
                in the manner prescribed herein, and

        (c)     the maximum marginal tax rate used to calculate such cash
                premiums will be 50%.

        To be eligible to receive a cash premium, the optionee will place in
        escrow with the Company for a period of two years shares obtained
        through exercise of his option under the Plan. To remove the shares from
        escrow prior to the end of the two years, the optionee must reimburse
        the Company twenty-five percent of the cash premium for each six month
        period or part thereof that remains in the 24 month escrow period.

        In the event of the death or permanent disability of an optionee or
        retirement under a Company retirement plan, the Company may, at its sole
        discretion, waive the requirement for reimbursement of the cash premium.

14.     NON ASSIGNABILITY OF OPTIONS

        The interest of an optionee shall not be transferable or alienable by
        the optionee either by assignment or in any other manner during the
        optionee's lifetime but shall enure to the benefit of the legal heirs of
        the optionee.

15.     RIGHTS AS A SHAREHOLDER

        The optionee shall have no rights whatsoever as a shareholder in respect
        of his option until and to the extent that the optionee exercises his
        option to purchase shares in accordance with clause 9.

16.     DIVIDENDS

        Dividends will not be paid on shares which are subject to an option
        until the option to purchase shares in accordance with clause 9 is
        exercised and then only in respect of the shares so purchased.

17.     AMENDMENT OR DISCONTINUANCE OF PLAN

        The Board may amend the plan at any time, and from time to time but no
        such amendment may impair any option previously granted to an optionee
        without written consent of that optionee.