EXHIBIT 10.7

THIS OPTION MAY NOT BE SOLD,  TRANSFERRED,  ASSIGNED OR  HYPOTHECATED  EXCEPT IN
COMPLIANCE WITH FEDERAL AND STATE SECURITIES LAWS.

OPTION TO PURCHASE COMMON STOCK

Silverthorne  Production  Company,  a Colorado  corporation  that is hereinafter
sometimes called "Company", for good and valuable consideration, the receipt and
sufficiency  of  which  hereby  are   acknowledged,   irrevocably   grants  unto
__________________,  hereinafter  called "Option Holder",  the right to purchase
__________  shares  ("Stock")  of the  Company's  $.001 par value  common  stock
("Common Stock") subject to the terms and conditions of this Option as follows:

1)   Exercise Price. The purchase price  ("Exercise  Price") for Stock purchased
     pursuant  to this  Option is $0.46 per share which shall be paid in full at
     the time of exercise.  The Exercise Price shall be paid in cash at the time
     of  exercise  except  that the Option  Holder may  exercise  this Option by
     surrendering the right to exercise this Option for, or by delivering to the
     Company for  cancellation,  such number of shares of the  Company's  Common
     Stock that has a fair market  value equal to or greater  than the  Exercise
     Price of the  number of shares  of Stock  for  which  this  Option is being
     exercised.  The fair market  value of a share of Common  Stock shall be the
     last  closing sale price prior to the date of exercise of a share of Common
     Stock on whatever  trading market the Common Stock is traded at the time of
     exercise or, if no trading  market  exists,  such value as is determined in
     good faith by the Board of Directors ("Board") of the Company.

2)   Term and Restrictions.  This Option shall immediately vest and shall expire
     five  (5)  years  from  the  date  hereof.  This  Option  may not be  sold,
     transferred, assigned or hypothecated except in compliance with federal and
     state securities laws.

3)   Dilution or Other Adjustments.


     a)   Adjustments of Exercise  Price for Stock Splits,  Reverse Stock Splits
          and Stock Dividends.  If the outstanding  shares of Common Stock shall
          be   subdivided   (split)   or   combined   (reverse   split)   ,   by
          reclassification  or  otherwise,  or if any  dividend  payable  on the
          Common  Stock in shares of Common  Stock  shall occur at the time that
          any portion of this Option  remains  unexercised  in whole or in part,
          the  Exercise  Price and the number of shares of Stock  available  for
          purchase pursuant to the exercise of this Option  immediately prior to
          such  subdivision,  combination or dividend  shall be  proportionately
          adjusted as follows:

          i)   If a net  increase  shall  have been  effected  in the  number of
               outstanding  shares of the Company's  Common Stock, the number of
               shares of Stock  underlying  this Option shall be  proportionally
               increased and the cash  consideration  payable per share of Stock
               shall be proportionately reduced; and

          ii)  If a net  reduction  shall  have been  effected  in the number of
               outstanding  shares of the Company's  Common Stock, the shares of
               Stock underlying this Option shall be proportionately reduced and
               the cash  consideration  payable  per  share  of  Stock  shall be
               proportionately increased

     b)   Adjustment for Capital Reorganizations.  If at any time there shall be
          a capital  reorganization or  reclassification of the Company's Common
          Stock or a merger or consolidation of the Company with or into another
          corporation  (other  than a merger  after  which  the  Company  is the
          continuing  corporation  and which  does not  result in any  change of
          outstanding  shares of Common  Stock),  or the sale or lease of all or
          substantially all of the Company's  properties and assets to any other
          entity   or   person,   then,   as  part   of   such   reorganization,
          reclassification,  merger, consolidation,  sale or lease, the Company,
          as a condition precedent to such transactions, shall provide, or cause
          effective  provision  to be made so,  that  the  Option  Holder  shall
          thereafter  be entitled  to receive on exercise of this Option  during
          the  exercise  period  specified in the Option and upon payment of the
          Exercise  Price of this  Option,  as adjusted  to the extent  required
          under (a) above,  the number of shares of stock or other securities or
          property of the Company,  or of the  successor  corporation  resulting
          from  such  merger  or  consolidation,  to which a holder of the Stock
          deliverable  on exercise of this  Option  would have been  entitled on
          such capital reorganization,  reclassification,  merger, consolidation
          or sale if this  Option had been  exercised  immediately  before  such
          capital reorganization,  reclassification, merger, consolidation, sale
          or lease. In any such case, appropriate  adjustment,  as determined in
          good  faith  by the  Board,  shall be made in the  application  of the
          provisions  of this Option with respect to the rights and interests of
          the Option Holder after the reorganization,  reclassification, merger,
          consolidations,  sale or lease to assure that the  provisions  of this
          Option, including all adjustments to the Exercise Price of this Option
          then in effect and the number of shares  which may be  purchased  upon
          exercise  of this  Option,  but  without  any change in the  aggregate
          Exercise  Price,  shall be applicable  after any such  transactions as
          near as  reasonably  they may be, in  relation  to any shares or other
          securities or property  deliverable  after such event upon exercise of
          this Option.  If, as a result of an  adjustment  made pursuant to this
          subsection  (b), the Option  Holder of this Option that is  thereafter
          exercised  shall  become  entitled  to  receive  shares of two or more
          classes of capital  stock of the Company or any other  corporation  or
          entity, the board of directors (or other governing body if there be no
          board of directors) thereof (whose  determination  shall be conclusive
          and shall be  described in a statement  filed with the Company)  shall
          determine  the  allocation of the adjusted  Exercise  Price between or
          among  shares of such  classes of  capital  stock.  If any  subsequent
          adjustments to the Exercise Price are made pursuant to this Section 3,
          such  adjustments  shall  be made  separately  to the  portion  of the
          Exercise  Price so allocated to each of such classes of capital stock.
          The foregoing  provisions of this  subsection  (b) similarly  apply to
          successive  reclassifications,   consolidations,   mergers,  sales  or
          leases.

     c)   Certificate as to Adjustments.  Upon the occurrence of each adjustment
          or  readjustment  pursuant  to this  Section  3, the  Company,  at its
          expense,  shall promptly  compute such  adjustment or  readjustment in
          accordance  with the terms hereof and furnish to each Option  Holder a
          certificate  setting forth such adjustment or readjustment and showing
          in detail the facts upon which  adjustment or  readjustment  is based.
          The Company  shall,  upon the  written  request,  at any time,  of the
          Option Holder, furnish or cause to be furnished to the Option Holder a
          like certificate setting forth:

          i)   such adjustments or readjustments;

          ii)  the Exercise Price of this Option at the time in effect; and

          iii) the number of shares of Stock and the  amount,  if any,  of other
               property  that at the time would be received upon the exercise of
               this Option.

     d)   Notices of Record Date.  If (i) the Company  establishes a record date
          to determine the holders of any class of securities for the purpose of
          determining   who  is  entitled  to  receive  any  dividend  or  other
          distribution,  (ii) the  Company  shall offer to the holders of Common
          Stock for  subscription  or purchase by them of any shares of stock of
          any class or any other rights, or (iii) any capital  reorganization of
          the  Company,  reclassification  of the capital  stock of the Company,
          consolidation   or  merger  of  the  Company   with  or  into  another
          corporation,  sale, lease or transfer of all or  substantially  all of
          the property and assets of the Company or dissolution,  liquidation or
          winding up of the Company  ("Certain  Events") shall be effected,  the
          Company  shall mail to the Option  Holder at least ten (10) days prior
          to the date specified for the taking of (A) record or (B) the proposed
          action,  a notice  specifying  the  proposed  action  to be taken  and
          stating the date (1) of record for any such  dividend or  distribution
          or (2) when any such  Certain  Events  are to be  consummated  and the
          date,  if any, to be fixed as to when the  holders of Common  Stock of
          record shall be entitled to exchange  their shares of Common Stock for
          securities or other  property  deliverable  upon the completion of any
          such Certain Events.

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4)   Manner of Exercise. This Option may be exercised in whole or in part at any
     time and from  time to time upon  surrender  by the  Option  Holder of this
     Option and by the delivery of written  notice to any officer or director of
     the Company other than the Option Holder  together with payment in full for
     the number of shares of Stock purchased pursuant to such exercise.  If this
     Option is  exercised  in part,  it shall be  exercised  for 1,000 shares of
     Stock,  or  multiples  thereof.  The notice (i) shall state the election to
     exercise  this  Option,  (ii) shall  state the number of shares of Stock in
     respect of which this Option is being  exercised,  (iii) shall contain such
     representations  and agreements  concerning the Option Holder's  investment
     intent with respect to such shares of Stock being purchased pursuant to the
     exercise of this Option as shall be satisfactory to the Company's  counsel,
     and (iv)  shall be  signed by the  Option  Holder.  The  shares of Stock so
     purchased shall be deemed to be issued by the close of business on the date
     on which this  Option is  exercised  even though the stock  certificate  or
     certificates  evidencing  such  shares  of Stock in the name of the  Option
     Holder  may not be  issued  for a  reasonable  time  after the date of such
     exercise.  The Option Holder shall not have the right to dividends or other
     rights of a  shareholder  with respect to the Stock  subject to this Option
     until the Option Holder has given written  notice of exercise of the Option
     Holder's Option and paid in full for such Stock.

5)   Representations  of Option  Holder.  The Option  Holder,  by the acceptance
     hereof,  represents and  acknowledges  that because of the Option  Holder's
     relationship  with the  Company,  the  Option  Holder  has  available  full
     information concerning the Company's affairs.  Further, unless the Stock is
     covered by a currently  effective  Registration  Statement  filed under the
     Securities  Act of 1933,  the Option  Holder  agrees that before the Option
     Holder purchases any Stock pursuant to this Option,  the Option Holder will
     represent to the Company in writing that such Stock is being  purchased for
     purposes  other  than of  distribution,  that  the  Stock  will  constitute
     restricted  securities as defined in Rule 144  promulgated  pursuant to the
     Securities  Act of 1933, as amended,  and the Option Holder agrees that the
     stock  certificate  evidencing  such  Stock  may be  stamped  with a legend
     substantially as follows:

"The securities  represented  by this  certificate  may not be offered for sale,
     sold or otherwise transferred except pursuant to an effective  registration
     statement  under the Securities Act of 1933 (the "Act"),  or pursuant to an
     exemption from registration  under the Act, the availability of which is to
     be established to the satisfaction of the Company."

6)   Reservation of Common Stock,  Payment of Fees and Registration  Rights. The
     Company  shall at all times during the duration of this Option  reserve and
     keep  available  such  number  of  shares  of its  Common  Stock as will be
     sufficient  to issue the  number of shares of Stock  required  to be issued
     upon the exercise of this Option, shall pay all original issue and transfer
     taxes with respect to the issue and transfer of Stock  pursuant  hereto and
     shall pay all of the fees and expenses  necessarily  incurred in connection
     with  the  exercise  hereof.  The  Company  agrees  to file a  registration
     statement and use its best efforts to cause such registration  statement to
     be declared  effective,  registering  the Stock  underlying this Option for
     resale and agrees to keep such  registration  statement  current during the
     term of this Option.

7)   Amendments. This Option may not be amended, altered, or discontinued except
     to the extent  necessary to make the  adjustments  as provided in Section 3
     hereof,  which  would  impair the rights of the  Option  Holder  under this
     Option  unless the Option  Holder  consents  in writing to such  amendment,
     alteration or discontinuation.

8)   Loss  of  Option.  Upon  receipt  by the  Company  of  evidence  reasonably
     satisfactory to it of the loss, theft,  destruction,  or mutilation of this
     Option,  and  upon  surrender  for  cancellation  of this  Option  if it is
     mutilated,  the Company shall make and deliver a new Option  containing the
     same terms and conditions as set forth in and dated as of such cancellation
     in lieu of, this Option, provided,  however, that the Company shall receive
     such indemnity or security as the Board of Directors  shall deem reasonably
     satisfactory  to it in the case of the loss,  theft, or destruction of this
     Option and the Option  Holder  shall have  reimbursed  the  Company for all
     reasonable  expenses  incidental  to  such  loss,  theft,   destruction  or
     mutilation in effecting the issuance of such new Option.


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9)   Binding Nature. This Option shall be binding upon any successors or assigns
     of the Company.

10)  Governing  Law.  This Option  shall be  construed  in  accordance  with and
     governed by the laws of the state of Colorado.

11)  Withholding  Tax. To the extent that the exercise of this Option results in
     compensation  income to the Option  Holder for federal or state  income tax
     purposes,  the Option  Holder  shall  deliver to the Company at the time of
     such exercise such amount of money or shares of Common Stock as the Company
     may require to meet its obligations  under  applicable laws or regulations,
     and,  if the Option  Holder  fails to do so, the Company is  authorized  to
     withhold from any cash or stock  remuneration then or thereafter payable to
     Option  Holder  any  tax  required  to be  withheld  as a  result  of  such
     compensation income. The Company is further authorized in its discretion to
     satisfy such withholding requirement out of any cash or Stock distributable
     to Option Holder upon such exercise.

Dated: August 25, 1999



SILVERTHORNE PRODUCTION COMPANY,
a Colorado Corporation

By:
   -------------------------
   Jim L. Boswell, President


           TRIAD INVESTMENTS, LLC


Agreed to:
          --------------------------
          Bertrand T. Ungar, Manager



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