san joaquin resources, inc.




                                  STOCK OPTION




         When duly signed by an authorized officer of san joaquin resources,
inc. (hereinafter referred to as "the Company"), this document grants to the
natural person whose name is printed at the bottom of this document (hereinafter
"Optionee") an option to acquire shares of the Common Stock of the Company
("hereinafter "the Option"). The terms of this Stock Option are set out below.
This Stock Option is effective as of the date of the authorized signature at the
end of this document.




The  Option  recognizes  that  Optionee  has made a  significant  and  important
contribution to the success of the Company,  and is capable and inclined to make
further  important  contributions  to the success of the  Company.  The Board of
Directors  of the Company has  authorized  the grant of the Option to  Optionee;





         1. Term of Option; When Exercisable. The Option may be exercised in
whole or in part, and at any time, during the period shown on the signature page
hereof, but only upon and to the extent of vesting of the Option as shown on the
signature page (hereinafter "the Term"); provided that upon termination of the
employment of Optionee by the Company, the term provided below shall be reduced
to the lesser of the time remaining on the term of the Option and 1 year from
the date of termination.

                  The Option will expire at 5:00 PM Mountain Time on the date
shown on the signature page hereof, and thereafter shall be of no further force
or effect.


         2. How Exercisable. Optionee may exercise the Option by delivery of a
Written Exercise in the form attached as Exhibit "A," which must be dated,
signed and fully completed. The Company must receive your Written Exercise (a)
within the Term; and (b) accompanied by the full exercise price for the shares
to be acquired. The exercise price may be paid in one of the following ways:

(a)  in the form of a  cashier's  check  payable to the Company in the amount of
     the  exercise  price per share  multiplied  by the  number of shares  being
     exercised.




(b)  in the form of an irrevocable and unconditional undertaking by a registered
     securities  broker-  dealer that it will deliver the exercise price in cash
     to the Company  within a maximum of three (3) days.  (Thereupon the Company
     will  issue and  deliver  to said  broker-dealer  one or more  certificates
     representing the shares being acquired under the Option.)

         (c)      in the form of a written request that the full number of
                  shares covered by the Option be exercised, but also directing
                  that the Company retain and cancel the number of shares having
                  an aggregate Fair Market Value equal to the total exercise
                  price due. (For example, assume that the Option covered 16
                  shares with an exercise price of $2.00 per share and a Fair
                  Market Value of $4.00 per share at the time of exercise. In
                  this example, Optionee could direct that 8 shares be retained
                  and cancelled in full payment for the delivery of 8 shares,
                  net, to Optionee.)

         Certificate(s) evidencing the shares you acquire through the Option
will be issued within a reasonable time following exercise.


3.   By Whom  Exercisable.  The Option may be exercised  only by the Optionee or
     Optionee's legal personal representative.

4.   No Stockholder  Rights.  Optionee will not have any rights as a stockholder
     of the Company with respect to any shares covered
     by the Option  until  exercise of the Option with  respect to such  shares.



5.   Tax   Effects;   Securities   Law   Compliance.   The   Company   makes  no
     representations  as to the tax effects as a result of Optionee's receipt of
     the   Option   or  as  a   result   of  the   exercise   of   the   Option.


         The shares underlying the Option and which may be acquired through
exercise of the Option have not been registered under the Securities Act of 1933
or under any applicable state securities registration laws, and may not be
resold or transferred without such a registration being in force or the
availability of an exemption from such registration. Optionee is solely
responsible to ascertain, determine and comply with all applicable securities
laws in connection with the exercise of the Option and the sale or transfer of
the underlying shares. Share certificates issued upon the exercise of the Option
shall be legended in accordance with this Section 6.


         6. If You Want to Sell Your Shares. The Company has the first right to
purchase any shares acquired under the Option. If you ever conclude to transfer
the shares acquired under the Option, whether by sale, gift or pledge, the
Company must first be given notice and a 30-day opportunity to purchase such
shares for Fair Market Value. Any shares transferred in violation of this
section 7 will be cancelled and voided by the Company.


         8.       Miscellaneous.


         This Option shall be construed in accordance with, and governed by, the
substantive laws of Utah without reference to principles governing choice or
conflicts of law.



         This Option may not be amended or modified by the Company except by an
agreement in writing that is signed by the Company and Optionee.



         The captions used herein are for ease of reference only and shall not
define or limit the provisions hereof.



         "Fair Market Value" as used in this Option shall mean the most recent
appraised value of the Company divided by the total number of outstanding shares
of Common Stock, including all shares covered by outstanding stock options
regardless of vesting; provided that if there is an independently derived market
price for shares of the Company's Common Stock, as on a public market or
exchange, that reported value will be Fair Market Value.



         NAME OF OPTIONEE:  Mark Erickson





NO. OF SHARES:  1,000,000                       EXERCISE PRICE PER SHARE: $ 1.00




         VESTING OF OPTION:   Fully vested on date of grant.



DATE OF OPTION: January 2, 2001                OPTION TERM ENDS: January 2, 2011



                                                     san joaquin resources, inc.




                                                     By:
                                                         -----------------------

                                                     Its: President





                                                    san joaquin resources, inc.




                                                    WRITTEN EXERCISE OF OPTION





To:      san joaquin resources, inc.:




         Optionee was granted an option ("the Option") to purchase shares of the
Common Stock of the Company, a copy of which is attached to this Written
Exercise. Optionee acknowledges that the validity of the Option is contingent
upon the fulfillment of the conditions contained in the Option and in this
Written Exercise. Optionee hereby affirms the terms of the Option, and declares
that Optionee is not currently in breach or derogation of the terms of the
Option.

         Seeking to be bound thereby, and understanding that the Company will
rely hereon, Optionee hereby exercises the Option and makes the following
representations:

         1. Optionee hereby exercises the Option and purchases thereby the
number of shares of Common Stock of the Company set forth in the place provided
below, for a total exercise price set forth in the space provided below.

          2. The exercise price is fair and the undersigned waives any challenge
as to its determination.

         3. The Option is governed by federal and state tax and securities laws
and by its own terms. Optionee has consulted with tax and securities counsel or
other advisor(s) and has been satisfied as to the federal and state securities
law and tax incidents of the exercise of this Option. Optionee holds the Company
harmless as to the disclosure or failure to disclose part or all of any such
securities law or tax incidents. Optionee hereby waives any challenge or
objection to the Option based on any such changes in federal or state law.

         4. Access has been provided to the Company's most recent financial
statements and Optionee has been given an opportunity, directly or through
agents, to discuss the affairs of the Company with members of the Company's
senior management.


================================================================================
NO. OF SHARES:               TOTAL                EXERCISE                PRICE:
         $
         -----------------------------------------------------





Exercise  Price is: (check one) / / Cashier's  Check / / Broker  Undertaking / /
Net-Out            ---           ---           ---           of           Shares

(enclosed)          (enclosed)          (according          to          formula)





         DATED this __________ day of _____________________,
                                                             ----------





         OPTIONEE NAME:
                         -------------------------------------------------------

                                                     (print)



         OPTIONEE SIGNATURE:
                              --------------------------------------------------
                                         428266.02