EXHIBIT 10.1

                            NEW FRONTIER ENERGY, INC.

                        STOCK OPTION AND STOCK GRANT PLAN


                                    ARTICLE I
                                  INTRODUCTION
                                  ------------

     1.1 Establishment.
     ------------------
     New Frontier Energy, Inc., a Colorado corporation (hereinafter referred to
as the "Company" except where the context otherwise requires), hereby
establishes the New Frontier Energy Stock Option and Stock Grant Plan (the
"Plan") for certain key employees, directors, consultants and other persons
rendering substantial service to the Company. The Plan permits the grant of
incentive stock options ("Incentive Options") within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"), non-qualified
stock options ("Non-Qualified Options"), restricted stock awards, stock bonuses
and other stock grants to certain key employees of the Company and others
providing valuable service to the Company.

     1.2 Purposes.
     -------------
     The purposes of the Plan are to provide those who are selected for
participation in the Plan with added incentives to continue in the long-term
service of the Company and to create in such persons a more direct interest in
the future success of the operations of the Company by relating incentive
compensation to increases in shareholder value. The Plan is also designed to
provide a financial incentive that will help the Company attract, retain and
motivate the most qualified employees and consultants.


                                   ARTICLE II
                                   DEFINITIONS
                                   -----------

     2.1 Definitions.
     ----------------

     The following terms shall have the meanings set forth below:

          (a) "Award"
          -----------
          means an Option, a Restricted Stock Award, or other issuances of Stock
     hereunder.

          (b) "Board"
          -----------
          means the Board of Directors of the Company.

          (c) "Code"
          ----------
          means the  Internal  Revenue  Code of 1986,  as it may be amended from
     time to time.

          (d) "Committee"
          ---------------
          means a committee consisting of members of the Board who are empowered
     hereunder to take actions in the administration of the Plan. Members of the
     Committee shall be appointed from time to time by the Board, shall serve at
     the pleasure of the Board and may resign at any time upon written notice to
     the Board. The Committee shall select  Participants from Eligible Employees
     and Eligible  Consultants of the Company, and shall determine the awards to
     be made pursuant to the Plan and the terms and conditions  thereof.  In the
     absence of appointment of a committee, the Board shall administer the Plan.


<PAGE>



          (e) "Disabled" or "Disability"
          ------------------------------
          shall have the meaning given to such terms in Section  22(e)(3) of the
     Code.

          (f) "Effective Date"
          --------------------
          means  the  date on  which  the  Plan  was  approved  by the  Board of
     Directors, June ___, 2003.

          (g) "Eligible Employees"
          ------------------------
          means those key employees  (including,  without limitation,  officers,
     directors (whether or not they are also employees of the Company) and other
     individuals or entities providing  substantial  service to the Company upon
     whose  judgment,  initiative  and efforts  the Company is, or will  become,
     largely dependent for the successful conduct of its business.  For purposes
     of the Plan,  an employee is an  individual  whose wages are subject to the
     withholding  of  federal  income  tax under  Section  3401 of the  Internal
     Revenue Code.

          (h) "Eligible Consultants"
          --------------------------
          means those  consultants  to the Company  who are  determined,  by the
     Committee,  to be  individuals  whose services are important to the Company
     and who are eligible to receive Awards, other than Incentive Options, under
     the Plan.

          (i) "Fair Market Value"
          -----------------------
          means  the  closing  price  of the  Stock  on a  securities  exchange,
     national  market system,  automated  quotation  system or bulletin board on
     which the Stock is traded or reported on a particular date. If the price of
     the Stock is not  reported  or quoted in any such  medium,  the Fair Market
     Value of the  Stock on a  particular  date  shall be as  determined  by the
     Committee.

          (j) "Incentive Option"
          ----------------------
          means an Option  designated  as such and  granted in  accordance  with
     Section 422 of the Code.

          (k) "Non-Qualified Option"
          --------------------------
          means any Option other than an Incentive Option.

          (l) "Option"
          ------------
          means a right to  purchase  Stock at a stated or  formula  price for a
     specified  period of time.  Options  granted under the Plan shall be either
     Incentive Options or Non-Qualified Options.

          (m) "Option Holder"
          -------------------
          means a Participant who has been granted one or more Options under the
     Plan.

          (n) "Option Price"
          ------------------
          means the price at which  shares of Stock  subject to an Option may be
     purchased, determined in accordance with Article V.

          (o) "Participant"
          -----------------
          means an Eligible  Employee or Eligible  Consultant  designated by the
     Committee  from time to time  during the term of the Plan to receive one or
     more of the Awards provided under the Plan.

          (p) "Restricted Stock Award"
          ----------------------------
          means an award of Stock granted to a  Participant  pursuant to Article
     VI that is subject to certain  restrictions  imposed in accordance with the
     provisions of such Section.

                                        2
<PAGE>


          (q) "Share"
          -----------
          means a share of Stock.

          (r) "Stock"
          -----------
          means the $0.001 par value Common Stock of the Company.


                                   ARTICLE III
                               PLAN ADMINISTRATION
                               -------------------

     3.1 The Plan shall be administered  by the Committee,  or in the absence of
appointment of a Committee, by the entire Board of Directors.  All references in
the Plan to the Committee shall include the entire Board of Directors if no such
Committee is appointed.

     3.2 In accordance with the provisions of the Plan, the Committee  shall, in
its sole discretion,  select the Participants from among the Eligible  Employees
and Eligible Consultants,  determine the Awards to be made pursuant to the Plan,
the number of shares of Stock to be issued thereunder and the time at which such
Awards  are to be made,  fix the  Option  Price,  period  and manner in which an
Option  becomes  exercisable,  establish  the duration and nature of  Restricted
Stock Award  restrictions and establish such other terms and requirements of the
various  compensation  incentives  under  the  Plan as the  Committee  may  deem
necessary or desirable and consistent with the terms of the Plan.

     3.3 The  Committee  may from time to time adopt such rules and  regulations
for  carrying out the purposes of the Plan as it may deem proper and in the best
interests  of the  Company.  The  Committee  may correct any defect,  supply any
omission or reconcile any  inconsistency in the Plan or in any agreement entered
into  hereunder in the manner and to the extent it shall deem  expedient  and it
shall be the sole and final judge of such expediency.

     3.4 The Board may at any time terminate, and from time to time may amend or
modify the Plan provided,  however, that no amendment or modification may become
effective  without approval of the amendment or modification by the shareholders
if shareholder approval is required to enable the Plan to satisfy any applicable
statutory  or  regulatory  requirements,  or if the  Company,  on the  advice of
counsel,   determines  that  shareholder  approval  is  otherwise  necessary  or
desirable.

     3.5 Upon determination by the Committee that an Award is to be granted to a
Participant, written notice shall be given to such person, specifying the terms,
conditions,  rights and duties  related  thereto.  Awards  shall be deemed to be
granted as of the date specified in the grant resolution of the Committee, which
date shall be the date of any related  agreement  with the  Participant.  In the
event  of any  inconsistency  between  the  provisions  of the Plan and any such
agreement entered into hereunder, the provisions of the Plan shall govern.

                                        3
<PAGE>



                                   ARTICLE IV
                            STOCK SUBJECT TO THE PLAN
                            -------------------------

     4.1 Number of Shares.
     ---------------------
     Subject to the provisions regarding changes in capital described below, the
number of Shares that are  authorized  for issuance under the Plan in accordance
with the  provisions  of the Plan  shall not  exceed  _________,  plus an annual
increase to be added on the day of each annual  stockholders'  meeting beginning
with the annual  stockholders'  meeting in 2004, and if no meeting is held, then
on the  anniversary  of the  adoption  of the  Plan,  equal to the  least of the
following  amounts  (i) 3% of the  Company's  outstanding  shares  on such  date
(rounded to the nearest whole share and  calculated  on a fully  diluted  basis,
that is assuming the exercise of all  outstanding  stock options and warrants to
purchase common stock) or (ii) an amount determined by the Board. The Shares may
be either authorized and unissued Shares or previously issued Shares acquired by
the Company.  This  authorization may be increased from time to time by approval
of the Board and by the  stockholders  of the  Company  if,  in the  opinion  of
counsel for the Company,  stockholder approval is required. The Company shall at
all times  during  the term of the Plan and while any  Options  are  outstanding
retain as authorized  and unissued Stock at least the number of Shares from time
to time required under the provisions of the Plan, or otherwise assure itself of
its ability to perform its obligations hereunder.

     4.2 Other Shares of Stock.
     --------------------------
     Any Shares that are subject to an Option that  expires or for any reason is
terminated  unexercised shall  automatically  become available for use under the
Plan.

     4.3 Adjustments for Stock Split, Stock Dividend, Etc.
     -----------------------------------------------------
     If the Company  shall at any time  increase  or decrease  the number of its
outstanding Shares or change in any way the rights and privileges of such Shares
by means of the payment of a stock dividend or any other  distribution upon such
shares payable in Stock, or through a stock split,  subdivision,  consolidation,
combination,  reclassification or recapitalization  involving the Stock, then in
relation to the Stock that is affected by one or more of the above  events,  the
numbers, rights and privileges of the following shall be increased, decreased or
changed in like  manner as if they had been issued and  outstanding,  fully paid
and  nonassessable  at the time of such  occurrence:  (i) the Shares as to which
Awards may be granted  under the Plan and (ii) the Shares then  included in each
outstanding Award granted hereunder.

     4.4 General Adjustment Rules.
     -----------------------------
     No adjustment or substitution provided for in this Article IV shall require
the Company to sell a fractional  share of Stock under any Option,  or otherwise
issue a fractional share of Stock, and the total substitution or adjustment with
respect  to each  Option  and other  Award  shall be  limited  by  deleting  any
fractional share.

                                        4
<PAGE>

                                    ARTICLE V
                                     OPTIONS
                                     -------

     5.1 Grant of Options.
     ---------------------
     The Committee in its sole discretion  shall  designate each  Participant in
the  Plan  and  whether  the  granted  Option  is  an  Incentive   Option  or  a
Non-Qualified  Option.  The Committee  may grant both an Incentive  Option and a
Non-Qualified  Option to an Eligible Employee or Eligible Consultant at the same
time or at different times. An Option shall be considered as having been granted
on the date specified in the grant resolution of the Committee.

     5.2 Stock Option Agreements.
     ----------------------------
     Each Option  granted  under the Plan shall be evidenced by a written  stock
option agreement (an "Option Agreement"). An Option Agreement shall be issued by
the Company in the name of the  Participant  to whom the Option is granted  (the
"Option  Holder")  and in such form as may be  approved  by the  Committee.  The
Option  Agreement  shall  incorporate and conform to the conditions set forth in
this  Section  5.2 as well as such  other  terms  and  conditions  that  are not
inconsistent as the Committee may consider appropriate in each case.

          (a) Number of Shares.
          ---------------------
          Each Option Agreement shall state that it covers a specified number of
     shares of Stock, as determined by the Committee.

          (b) Price.
          ----------
          The price at which  each  share of Stock  covered  by an Option may be
     purchased  shall be  determined in each case by the Committee and set forth
     in the Option Certificate, but in no event shall the price be less than 100
     percent  of the Fair  Market  Value of the  Stock on the date an  Incentive
     Option  is  granted.  Furthermore,  no ten  percent  Stockholder  shall  be
     eligible  for the grant of an Incentive  Stock  Option  unless the exercise
     price of such Option is at least one hundred ten percent (110%) of the Fair
     Market Value of the Common Stock at the date of grant and the Option is not
     exercisable after the expiration of five (5) years from the date of grant.

          (c) Duration of Options; Restrictions on Exercise.
          --------------------------------------------------
          Each Option  Agreement  shall state the period of time,  determined by
     the  Committee,  within  which the  Option may be  exercised  by the Option
     Holder (the "Option Period"). The Option Period must end, in all cases, not
     more  than ten  years  from the date the  Option  is  granted.  The  Option
     Agreement  shall also set forth any  installment or other  restrictions  on
     Option  exercise  during such period,  if any, as may be  determined by the
     Committee.  Each Option shall become exercisable (vest) over such period of
     time, if any, or upon such events, as determined by the Committee.

     5.3 Termination of Services, Death, Disability, Etc.
     ----------------------------------------------------
     The  Committee  may  specify  at the time of  granting  the  Option but not
thereafter the period, if any, after which an Option may be exercised  following
termination of the Option Holder's  services.  The effect of this subsection 5.3
shall be limited to determining the consequences of a termination and nothing in
this  subsection  5.3 shall  restrict or otherwise  interfere with the Company's
discretion with respect to the termination of any individual's  services. If the
Committee does not otherwise specify, the following shall apply:

                                        5
<PAGE>



          (a) If the  services of the Option  Holder are  terminated  within the
     Option Period for "cause",  as determined by the Company,  the Option shall
     thereafter  be void  for all  purposes.  As  used in this  subsection  5.3,
     "cause"  shall mean a  violation,  as  determined  by the  Company,  of the
     Company's established policies and procedures.

          (b) If the Option Holder becomes Disabled, the Option may be exercised
     by the  Option  Holder  within  one  year  following  the  Option  Holder's
     termination  of  services  on account  of  Disability  (provided  that such
     exercise must occur within the Option Period),  but not thereafter.  In any
     such case,  the Option may be  exercised  only as to the shares as to which
     the  Option  had  become  exercisable  on or before  the date of the Option
     Holder's termination of services because of Disability.

          (c) If the Option  Holder  dies during the Option  Period  while still
     performing  services for the Company or within the one year period referred
     to in (b) above or the  three-month  period  referred to in (d) below,  the
     Option  may be  exercised  by  those  entitled  to do so under  the  Option
     Holder's  will or by the laws of descent and  distribution  within one year
     following  the Option  Holder's  death,  (provided  that such exercise must
     occur within the Option Period), but not thereafter.  In any such case, the
     Option  may be  exercised  only as to the shares as to which the Option had
     become exercisable on or before the date of the Option Holder's death.

          (d) If the  services of the Option  Holder are  terminated  (which for
     this purpose means that the Option Holder is no longer performing  services
     for the  Company)  by the Company  within the Option  Period for any reason
     other than cause,  Disability or the Option Holder's death,  the Option may
     be exercised by the Option Holder within three months following the date of
     such termination  (provided that such exercise must occur within the Option
     Period), but not thereafter.  In any such case, the Option may be exercised
     only as to the shares as to which the Option had become  exercisable  on or
     before the date of termination of services.

     5.4 Manner of Exercise.
     -----------------------

          (a) The method for exercising  each Option granted  hereunder shall be
     by  delivery  to the  Company of written  notice  specifying  the number of
     Shares with respect to which such Option is exercised. The purchase of such
     Shares  shall take place at the  principal  offices of the  Company  within
     thirty days  following  delivery of such  notice,  at which time the Option
     Price of the Shares  shall be paid in full by any of the  methods set forth
     below or a combination thereof. A properly executed agreement  representing
     the Shares shall be delivered to or at the  direction of the Option  Holder
     upon payment therefore.  If Options on less than all shares evidenced by an
     Option  Certificate  are exercised,  the Company shall deliver a new Option
     Agreement  evidencing  the Option on the remaining  shares upon delivery of
     the Option Agreement for the Option being exercised.

          (b) The exercise  price shall be paid by any of the following  methods
     or any  combination of the following  methods at the election of the Option
     Holder,  or by any other method  approved by the Committee upon the request
     of the Option Holder:

                                        6
<PAGE>



               (i) in cash;

               (ii) by certified,  cashier's check or other check  acceptable to
          the Company, payable to the order of the Company;

               (iii) by delivery to the Company of  Agreements  or  certificates
          representing the number of shares then owned by the Option Holder, the
          Fair  Market  Value of which  equals the  purchase  price of the Stock
          purchased  pursuant to the Option,  properly  endorsed for transfer to
          the  Company;  provided  however,  that no Option may be  exercised by
          delivery to the Company of  Agreements  or  certificates  representing
          Stock,  unless such Stock has been held by the Option  Holder for more
          than six months;  for purposes of this Plan,  the Fair Market Value of
          any shares of Stock  delivered in payment of the  purchase  price upon
          exercise  of the  Option  shall  be the  Fair  Market  Value as of the
          exercise  date;  the exercise date shall be the day of delivery of the
          Agreements or certificates for the Stock used as payment of the Option
          Price; or

               (iv) by delivery to the Company of a properly  executed notice of
          exercise together with irrevocable instructions to a broker to deliver
          to the Company  promptly the amount of the proceeds of the sale of all
          or a portion of the Stock sufficient to pay the exercise price or of a
          loan from the broker to the Option  Holder  required to pay the Option
          Price.

          (c) Date of  Grant.
          -------------------
          An Option  shall be  considered  as having  been  granted  on the date
     specified in the grant resolution of the Committee.

          (d) Withholding.
          ----------------

               (i) Non-Qualified Options.
               --------------------------
               Upon  exercise  of  an  Option,  the  Option  Holder  shall  make
          appropriate arrangements with the Company to provide for the amount of
          additional  withholding required by Sections 3102 and 3402 of the Code
          and applicable state income tax laws,  including payment of such taxes
          through  delivery  of  shares of Stock or by  withholding  Stock to be
          issued under the Option, as provided in Article IX.

               (ii) Incentive Options.
               -----------------------
               If an Option  Holder makes a  disposition  (as defined in Section
          424(c) of the Code) of any Stock acquired  pursuant to the exercise of
          an Incentive Option prior to the expiration of two years from the date
          on which the Incentive  Option was granted or prior to the  expiration
          of one year  from the date on which  the  Option  was  exercised,  the
          Option  Holder  shall  send  written  notice  to  the  Company  at the
          Company's principal place of business of the date of such disposition,
          the number of shares disposed of, the amount of proceeds received from
          such   disposition  and  any  other   information   relating  to  such
          disposition as the Company may reasonably  request.  The Option Holder
          shall,  in  the  event  of  such  a  disposition,   make   appropriate
          arrangements  with the Company to provide for the amount of additional
          withholding,  if any,  required by Sections  3102 and 3402 of the Code
          and applicable state income tax laws.


                                        7
<PAGE>



     5.5 Restrictions on Incentive Options.
     --------------------------------------

          (a) Initial Exercise.
          ---------------------
          The  aggregate  Fair Market  Value of the Shares with respect to which
     Incentive Options are exercisable for the first time by an Option Holder in
     any calendar year, under the Plan or otherwise,  shall not exceed $100,000.
     For this  purpose,  the Fair Market Value of the Shares shall be determined
     as of the date of grant of the Option.

          (b) Ten Percent Stockholders.
          -----------------------------
          Incentive  Options  granted  to an Option  Holder who is the holder of
     record of 10% or more of the outstanding Stock of the Company shall have an
     Option  Price equal to 110% of the Fair  Market  Value of the Shares on the
     date of grant of the Option and the Option Period for any such Option shall
     not exceed five years.

     5.6 Shareholder Privileges.
     ---------------------------
     No Option Holder shall have any rights as a shareholder with respect to any
shares of Stock covered by an Option until the Option Holder  becomes the holder
of record of such Stock, and no adjustments shall be made for dividends or other
distributions  or other rights as to which there is a record date  preceding the
date such Option Holder becomes the holder of record of such Stock.


                                   ARTICLE VI
                             RESTRICTED STOCK AWARDS
                             -----------------------

     6.1 Grant of Restricted Stock Awards.
     -------------------------------------
     Coincident with or following designation for participation in the Plan, the
Committee may grant a Participant one or more Restricted Stock Awards consisting
of Shares of Stock.  The number of Shares  granted as a  Restricted  Stock Award
shall be determined by the Committee.

     6.2 Restrictions.
     -----------------
     A  Participant's  right to retain a Restricted  Stock Award  granted to him
under  Section  6.1 shall be subject  to such  restrictions,  including  but not
limited to his  continuous  employment  by or  performance  of services  for the
Company for a restriction period specified by the Committee or the attainment of
specified  performance  goals  and  objectives,  as  may be  established  by the
Committee with respect to such Award. In the event of the death or Disability of
a  Participant,  or the  retirement  of a  Participant  in  accordance  with the
Company's  established  retirement  policy,  all required periods of service and
other restrictions  applicable to Restricted Stock Awards then held by him shall
lapse  with  respect  to a pro rata part of each such  Award  based on the ratio
between the number of full months of  employment  or services  completed  at the
time of termination of services from the grant of each Award to the total number
of months of  employment  or  continued  services  required for such Award to be
fully  nonforfeitable,  and such  portion of each such Award shall  become fully
nonforfeitable.  The remaining portion of each such Award shall be forfeited and
shall be immediately  returned to the Company.  In the event of a  Participant's
termination  of  employment or  consulting  services for any other  reason,  any
Restricted  Stock Awards as to which the period for which  services are required
or other  restrictions  have not been  satisfied  (or waived or  accelerated  as
provided  herein)  shall be forfeited,  and all shares of Stock related  thereto
shall be immediately returned to the Company.

                                        8
<PAGE>



     6.3 Privileges of a Stockholder, Transferability.
     -------------------------------------------------
     A  Participant   shall  not  posses  or  exercise  any  voting,   dividend,
liquidation  or other rights with respect to Stock granted under the Plan unless
and  until  any  restrictions  issued in  connection  with the  Stock  have been
satisfied by the Participant. Upon the satisfaction of those conditions, if any,
the  Participant  shall be entitled to exercise  and possess  voting,  dividend,
liquidation  and other rights with respect to the Stock in  accordance  with its
terms received by the Participant under this section.

     6.4 Enforcement of Restrictions.
     --------------------------------
     The Committee  shall cause a legend to be placed on the Stock  Certificates
issued  pursuant to each Restricted  Stock Award  referring to the  restrictions
provided by Sections  6.2 and 6.3 and, in addition,  may in its sole  discretion
require  one or more of the  following  methods of  enforcing  the  restrictions
referred to in Sections 6.2 and 6.3:

          (a) Requiring the  Participant  to keep the Stock  certificates,  duly
     endorsed,  in the custody of the Company while the  restrictions  remain in
     effect; or

          (b) Requiring that the Stock certificates,  duly endorsed,  be held in
     the custody of a third party while the restrictions remain in effect.


                                   ARTICLE VII
                                  STOCK BONUSES
                                  -------------

     The Committee may award Stock Bonuses to such Participants, subject to such
conditions  and  restrictions,  as it determines in its sole  discretion.  Stock
Bonuses  may be  either  outright  grants  of  Stock,  or may be grants of Stock
subject to and conditioned upon certain employment or performance related goals.


                                  ARTICLE VIII
                            OTHER COMMON STOCK GRANTS
                            -------------------------

     From time to time during the  duration of this Plan,  the Board may, in its
sole  discretion,  adopt one or more  incentive  compensation  arrangements  for
Participants  pursuant to which the  Participants  may acquire  shares of Stock,
whether by purchase,  outright grant, or otherwise.  Any such arrangements shall
be subject to the general provisions of this Plan and all shares of Stock issued
pursuant to such arrangements shall be issued under this Plan.


                                   ARTICLE IX
                                   WITHHOLDING
                                   -----------

     9.1 Withholding Requirement.
     ----------------------------
     The Company's  obligations  to deliver shares of Stock upon the exercise of
any Option,  the vesting of any  Restricted  Stock Award,  or the grant of Stock
shall be subject to the  Participant's  satisfaction of all applicable  federal,
state and local income and other tax withholding requirements.

                                        9
<PAGE>


                                    ARTICLE X
                               GENERAL PROVISIONS
                               ------------------

     10.1 Service.
     -------------
     Nothing contained in the Plan or in any Award, or other Award granted under
the Plan  shall  confer  upon any  Participant  any right  with  respect  to the
continuation of his employment by, or consulting relationship with, the Company,
or interfere  in any way with the right of the Company,  subject to the terms of
any separate employment agreement or other contract to the contrary, at any time
to terminate  such services or to increase or decrease the  compensation  of the
Participant  from the rate in  existence  at the time of the  grant of an Award.
Whether an  authorized  leave of absence,  or absence in military or  government
service,  shall  constitute a termination  of service shall be determined by the
Committee at the time.

     10.2 Nontransferability.
     ------------------------
     No right or interest of any  Participant in an Option,  a Restricted  Stock
Award (prior to the completion of the restriction period applicable thereto), or
other Award granted  pursuant to the Plan,  shall be assignable or  transferable
during the lifetime of the Participant,  either voluntarily or involuntarily, or
subjected  to any  lien,  directly  or  indirectly,  by  operation  of  law,  or
otherwise,  including  execution,  levy,  garnishment,   attachment,  pledge  or
bankruptcy.

     10.3 Restricted Stock; Investment Representations.
     --------------------------------------------------
     Unless previously  registered with the Securities and Exchange  Commission,
all  Options,  Stock  and  other  awards  will  be in  the  form  of  restricted
securities,  will be  issued  pursuant  to an  exemption  from the  registration
requirements  of applicable  federal and state law and will be  restricted  from
transfer by the recipient.  The Company may choose to register the securities in
its sole and absolute  discretion,  but shall have no  obligation  to do so. The
Company may require  any person to whom an Option or  Restricted  Stock Award is
granted,  as a condition of exercising  such Option or receiving such Restricted
Stock Award,  to give written  assurances in substance and form  satisfactory to
the Company and its  counsel to the effect  that such  person is  acquiring  the
Stock for his own account for investment  and not with any present  intention of
selling or otherwise  distributing  the same,  and to such other  effects as the
Company  deems  necessary  or  appropriate  in order to comply with  Federal and
applicable state securities laws.  Legends  evidencing such  restrictions may be
placed on the Stock Certificates.

     10.4 Compliance with Securities Laws.
     -------------------------------------
     Each  Option  and  Restricted  Stock  Award  grant  shall be subject to the
requirement that, if at any time counsel to the Company shall determine that the
listing, registration or qualification of the shares subject to such Award grant
upon any  securities  exchange or under any state or federal law, or the consent
or approval of any  governmental or regulatory body, is necessary as a condition
of, or in connection with, the issuance or purchase of shares  thereunder,  such
Award may not be accepted or exercised in whole or in part unless such  listing,
registration,  qualification,  consent or approval  shall have been  effected or
obtained on conditions  acceptable  to the  Committee.  Nothing  herein shall be
deemed  to  require  the  Company  to  apply  for  or to  obtain  such  listing,
registration or qualification.


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<PAGE>



     10.5 Withholding Requirement.
     -----------------------------
     The Company's  obligations  to deliver shares of Stock upon the exercise of
any Option,  the vesting of any  Restricted  Stock Award,  or the grant of Stock
shall be subject to the  Participant's  satisfaction of all applicable  federal,
state and local income and other tax withholding requirements.

     10.6 Duration.
     --------------
     Unless  sooner  terminated  by the  Board  of  Directors,  the  Plan  shall
terminate on June ___, 2013, and no Option,  Restricted Stock Award, other Award
or Stock shall be granted,  after such  termination.  Options,  Restricted Stock
Awards and other  Awards  outstanding  at the time of the Plan  termination  may
continue to be exercised, or become free of restrictions, or paid, in accordance
with their terms.

     10.7 Governing Law.
     -------------------
     The Plan and all agreements hereunder shall be construed in accordance with
and governed by the laws of the State of Colorado.






Dated:            , 2003
      -----------
                                                       NEW FRONTIER ENERGY, INC.
ATTEST:


                                           By:
-------------------------                      ---------------------------------
                                               Paul G. Laird, President


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