EXHIBIT 10.6


                                 TRUST AGREEMENT
                                       FOR
                     THE WYOMING OIL & MINERALS, INC. TRUST


     This TRUST AGREEMENT ("Agreement") is entered into effective the 6th day of
June 2003 by and between Bill M. Conrad, as trustee ("Trustee"), and Wyoming Oil
& Minerals, Inc. a Wyoming corporation ("WYOG").

                                   WITNESSETH

     WHEREAS, WYOG owns all of the outstanding stock of New Frontier Energy,
Inc., a Colorado corporation ("New Frontier"); and

     WHEREAS, WYOG is the beneficial and record owner of an aggregate of
____________ shares of New Frontier common stock (the "New Frontier Shares"),
and

     WHEREAS, WYOG has agreed to effect a pro rata distribution in the nature of
a stock dividend of the New Frontier Shares to all WYOG shareholders of record
(the "WYOG Shareholders") on June 30, 2003 (the "Record Date,"); and

     WHEREAS, the New Frontier Shares cannot be distributed to the WYOG
Shareholders until such shares have been registered with the Securities and
Exchange Commission; and

     WHEREAS, in order to effect the distribution of the New Frontier Shares to
the WYOG Shareholders, WYOG has agreed to transfer the New Frontier Shares to be
held in trust, for the benefit of the WYOG Shareholders pending the registration
of such shares.

     NOW THEREFORE, in consideration of the premises and the covenants and
agreements herein below set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

     1. Name of Trust and Beneficiaries.
     -----------------------------------
     This trust may be known as The Wyoming Oil & Minerals, Inc. Trust. It is
created for the sole benefit of the WYOG Shareholders as of the Record Date.

     2. Transfer of Stock to Trustee.
     --------------------------------

          (a) WYOG hereby transfers and assigns to the Trustee all stock
     certificates for the New Frontier Shares. All such stock certificates shall
     be endorsed, or accompanied by such instruments of transfer as to enable
     the Trustee to cause such stock certificates to be transferred into the
     name of the Trustee, as hereinafter provided. On receipt by the Trustee of
     the stock certificates for any such shares and their transfer into the name
     of the Trustee, the Trustee shall hold them in trust for the benefit of the
     WYOG Shareholders, their successors or permitted assigns, subject to the
     terms of this Agreement. The effective date of the transfer of the New
     Frontier Shares to the Trustee shall be the Record Date.

<PAGE>

          (b) All certificates for New Frontier Shares transferred and delivered
     to the Trustee pursuant to this Agreement shall be surrendered by the
     Trustee to New Frontier and cancelled, and new certificates for the New
     Frontier Shares shall be issued to and held by the Trustee in the name of
     "Bill M. Conrad as Trustee for the Wyoming Oil & Minerals, Inc. Trust."

          (c) Trustee shall hold the New Frontier Shares for the benefit of the
     WYOG Shareholders, pro rata in accordance with the number of WYOG shares
     owned by them on the Record Date, each of whose pro rata interest in the
     New Frontier Shares shall hereafter be referred to as a "Trust Interest."

     3. Transfer of Trust Interest.
     ------------------------------

          (a) Permitted Transfers.
          ------------------------
          Subject to the conditions and restrictions set forth in Section 3(b)
     hereof, a Trust Interest holder may at any time transfer all or any portion
     of its Trust Interest:

               (i) To any members of such Trust Interest holder's Immediate
          Family, where the term "Immediate Family" shall mean with respect to
          any individual Trust Interest holder, the spouse, lineal descendants
          (including adopted children), and spouses of the lineal descendants of
          such Trust Interest holder;

               (ii) To a trust the current beneficiaries of which are solely the
          Trust Interest holder or members of the Trust Interest holder's
          Immediate Family;

               (iii) To an entity that is wholly owned by persons to whom Trust
          Interests may be transferred under the foregoing paragraphs of this
          Section 3(a);

               (iv) In the case of a trust or entity described in Section
          3(b)(ii) or Section 3(b)(iii), to any beneficiary or owner of such
          trust or entity; or

               (v) To the estate of the Trust Interest holder, provided that
          under the terms of the estate the Trust Interests pass to, or are held
          for the benefit of, persons to whom Trust Interests may have been
          transferred directly by the Trust Interest holder under foregoing
          paragraphs of this Section 3(b).

               Any  such  transfer  is  referred  to  in  this  Agreement  as  a
          "Permitted Transfer."

          (b) Conditions to Permitted Transfers.
          --------------------------------------
          A transfer shall not be treated as a Permitted  Transfer under Section
     3(a) hereof unless and until the following conditions are satisfied:

<PAGE>

          (i)  The transferor  and  transferee  shall execute and deliver to the
               Trustee such  documents and  instruments  of conveyance as may be
               necessary or appropriate in the opinion of counsel to the Trustee
               to effect or confirm such  transfer and to confirm the  agreement
               of  the  transferee  to  be  bound  by  the  provisions  of  this
               Agreement.  In all cases,  the Trustee shall be reimbursed by the
               transferor  and/or  transferee for all costs and expenses that it
               reasonably  incurs in  connection  with such  transfer.  Upon the
               recording of such transfer at the Trustee's  principal office, on
               the books of the  Trustee,  the Trustee may treat the  registered
               holder as owner thereof for all purposes.

          (ii) Except in the case of a transfer of Trust Interests involuntarily
               by operation  of law,  either (1) such Trust  Interests  shall be
               registered under the Securities Act of 1933, as amended,  and any
               applicable  state  securities  laws or (2) the  transferor  shall
               provide an opinion of counsel,  at  transferor's  expense,  which
               opinion and counsel shall be satisfactory to the Trustee,  to the
               effect  that  such   transfer  is  exempt  from  all   applicable
               registration requirements and that such transfer will not violate
               any applicable laws regulating the transfer of securities.

          (c) Prohibited Transfers.
          -------------------------
          Any  purported  transfer of a Trust  Interest  that is not a Permitted
     Transfer shall be null and void and of no effect whatsoever. In the case of
     a  transfer  or  attempted  transfer  of a  Trust  Interest  that  is not a
     Permitted  Transfer,  the parties  engaging or attempting to engage in such
     transfer  shall be liable to  indemnify  and hold the Trust,  the  Trustee,
     WYOG, New Frontier,  and the other Trust Interest holders harmless from all
     costs,  liabilities,  and damages that any of such  indemnified  persons or
     entities  may  incur  (including,   without  limitation,   incremental  tax
     liability  and lawyers'  fees and expenses) as a result of such transfer or
     attempted transfer and efforts to enforce the indemnity granted hereby.

          (d) Rights and Duties of Transferor.
          ------------------------------------
          Any Trust Interest holder who has transferred some or all of its Trust
     Interest through a Permitted Transfer shall  automatically cease (as of the
     date  of the  Permitted  Transfer)  to  have  any  rights  as to the  Trust
     Interests  transferred,  and  shall  be  relieved  of all  obligations  and
     liabilities hereunder with respect to such Trust Interests.

          (e) Effective of Transfer.
          --------------------------
          Upon completion of a Permitted Transfer as provided for herein and the
     recording of such transfer by the Trustee at the Trustee's principal office
     on the books of the Trustee, the Trustee may treat the registered holder as
     owner  thereof  for all  purposes.  The  Trustee  shall not be  required to
     recognize any transfer of a Trust Interest not made in accordance  with the
     provisions hereof.

     4. Distribution.
     ----------------
     Upon the  registration  of the New Frontier  Shares with the Securities and
Exchange Commission,  the Trustee shall take all actions reasonably necessary to
effectuate the distribution of the New Frontier Shares to the WYOG  Shareholders
as of the Record Date, pro rata in accordance with such WYOG Shareholders' Trust
Interests ("the Distribution").  WYOG shall notify the Trustee in writing of the
due  registration  of the New Frontier  Shares not later than three (3) business
days after receipt of an effective date for such registration.

<PAGE>

     5. Failure of Distribution.
     ---------------------------

          (a) If for any  reason the  Distribution  has not been  completed,  in
     whole or in part,  in accordance  with all  applicable  legal  requirements
     within 24 months of the date of this Agreement,  then and in such event the
     Trustee shall be authorized to sell any  undistributed  New Frontier Shares
     ("Undistributed  New  Frontier  Shares") in any manner that the Trustee may
     determine, in his sole judgment, to be commercially reasonable. Disposition
     of the  Undistributed  New Frontier Shares may be made by public or private
     proceedings and may be made by way of one or more contracts.  Sale or other
     disposition of the  Undistributed New Frontier Shares may be made as a unit
     or in  divisional  interests  in such  shares.  In each event,  the method,
     manner,  time, place and terms of such sale or other  disposition  shall be
     determined  by the  Trustee.  In no event shall the  Trustee be  personally
     liable for any action  taken or  omitted to be taken  under this  Agreement
     provided  that such  commission  or omission  does not  constitute  willful
     misconduct or gross negligence.

          (b)  From  the  proceeds  of the  sale,  the  Trustee  shall  pay  the
     reasonable  expenses  incurred in selling the  Undistributed  New  Frontier
     Shares.  The remaining  proceeds of sale after such expenses have been paid
     ("Net  Proceeds  of  Sale")  shall  then  be  distributed  pro  rata to the
     registered  holders of Trust  Interests who did not receive a  Distribution
     (each a "Remaining Trust Interest Holder"), in such manner as to distribute
     such Net Proceeds of Sale to the Remaining Trust Interest Holders as of the
     Record Date  ratably in  accordance  with the number of  Undistributed  New
     Frontier Shares they would have been entitled to receive had a Distribution
     been made to them.

          (c) If the distribution of Net Proceeds of Sale to the Remaining Trust
     Interest  Holders at their last address of record fails as to any Remaining
     Trust Interest  Holder (each, a "Lost Holder") due to an incorrect  address
     of record or any other reason causing such monetary distribution attempt to
     be  undeliverable,  then and in such event, the Trustee shall be authorized
     to pay the  reasonable  expenses  incurred in attempting to distribute  the
     undistributed  Net Proceeds of Sale out of the balance of the undistributed
     Net  Proceeds  of Sale.  The  remaining  Net  Proceeds  of Sale  after such
     expenses  have been paid  ("Remaining  Net Proceeds of Sale") shall then be
     distributed  to WYOG,  to be held by WYOG until such time as a Lost  Holder
     may contact WYOG and prove to WYOG's  satisfaction that said Lost Holder is
     actually  entitled  to its  pro  rata  distribution  of the  Remaining  Net
     Proceeds of Sale. This  determination  shall be made in the sole discretion
     of WYOG.  Should WYOG be dissolved  prior to the full  distribution  of the
     Remaining Net Proceeds of Sale, the Remaining Net Proceeds of Sale shall be
     deposited with the Wyoming State  Treasurer as more  specifically  provided
     for in ss.  17-16-1440  of the  Wyoming  Statues,  as such  statute  may be
     amended from time to time.

<PAGE>

     6. Term and Termination.
     ------------------------
     This  Agreement  shall  terminate upon the earlier of (i) the completion by
the  Trustee  of the  Distribution  of  the  New  Frontier  Shares  to the  WYOG
Shareholders,  pro rata, (ii) the completion by the Trustee of the sale or other
disposition  of  any  Undistributed  New  Frontier  Shares  in  accordance  with
paragraph  5 and the  distribution  of the  Net  Proceeds  of  Sale to the  WYOG
Shareholders,  pro rata, or (iii) the completion and consummation by the Trustee
of such  other  actions  as shall have been  approved  by the WYOG  Shareholders
owning at least a  majority  of the New  Frontier  Shares  (a "WYOG  Shareholder
Approved  Action") subject to and in accordance with the terms and conditions of
such WYOG Shareholder Approved Action.

     7. Termination Procedure.
     -------------------------

          (a) Upon the  termination  of this  Agreement at any time, as provided
     for herein,  the Trustee,  at such time as he may choose  during the period
     commencing 20 days before and ending 20 days after such termination,  shall
     mail written  notice of such  termination  to any Remaining  Trust Interest
     Holders , at the addresses appearing on the Trustee's transfer books. After
     the date  specified  in any such  notice  (which date shall be fixed by the
     Trustee),  the Trust  Interests  shall cease to have any effect,  and their
     holders  shall have no further  rights under this  Agreement  other than to
     receive  stock  certificates  for New  Frontier  Shares  or other  property
     distributable  under  the  terms  hereof  and upon the  surrender  of their
     respective Trust Certificates, if issued.

          (b)  Within  30 days  after the  termination  of this  Agreement,  the
     Trustee shall deliver,  to the registered holders of all Trust Interests at
     their addresses appearing on the Trustee's transfer books, (1) certificates
     for the  number  of New  Frontier  Shares  represented  thereby,  upon  the
     surrender  thereof  properly  endorsed,  and provided such shares have been
     duly  registered  with the  Securities  and  Exchange  Commission,  or (ii)
     payment in an amount equal to the registered holder's pro rata share of the
     Net Proceeds of Sale of the New Frontier Shares.


     8. Dividends.
     -------------

          (a) Prior to the  termination  of this  Agreement,  the holder of each
     Trust  Interest  shall be  entitled to receive  payments  equal to the cash
     dividends,  if any, received by the Trustee upon a like number and class of
     shares of New Frontier's  capital stock as is called for by each such Trust
     Interest.  If any  dividend  in  respect  of the stock  deposited  with the
     Trustee  is  paid,  in whole or in part,  in New  Frontier's  stock  having
     general  voting powers,  the Trustee shall  likewise  hold,  subject to the
     terms of this Agreement,  the  certificates for stock which are received by
     him on  account  of  such  dividend.  The  holder  of each  Trust  Interest
     representing  stock on which  such  stock  dividend  has been paid shall be
     entitled to receive a Trust  Interest  issued under this  Agreement for the
     number of shares and class of stock  received as such dividend with respect
     to the shares  represented by such Trust Interest.  Trust Interest  holders
     entitled to receive the dividends described above shall be those registered
     as such on the Trustee's transfer books at the close of business on the day
     fixed by New Frontier for the taking of a record to determine those holders
     of its stock  entitled  to receive  such  dividends,  or if the Trustee has
     fixed a date, as hereinafter in this paragraph provided, for the purpose of
     determining the holders of Trust Interests entitled to receive such payment
     or  distribution,  then  registered as such at the close of business on the
     date so fixed by the Trustee.

<PAGE>

          (b) If any dividend in respect of the stock deposited with the Trustee
     is paid  other  than in cash or in  capital  stock  having  general  voting
     powers,  then the Trustee  shall  distribute  the same among the holders of
     Trust  Interests  registered  as such at the close of  business  on the day
     fixed by the Trustee for taking a record to determine  the holders of Trust
     Interests entitled to receive such distribution. Such distribution shall be
     made to such holders of Trust  Interests  ratably,  in accordance  with the
     number of shares represented by their respective Trust Interests.

          (c) The Trustee may temporarily  close its transfer books for a period
     not  exceeding  20  days  preceding  the  date  fixed  for the  payment  or
     distribution of dividends or the  distribution  of assets or rights,  or at
     any other time in the  Trustee's  discretion.  In lieu of providing for the
     closing of the books against the transfer of Trust  Interests,  the Trustee
     may fix a date  not  exceeding  20 days  preceding  any  date  fixed by New
     Frontier  for  the  payment  or  distribution  of  dividends,  or  for  the
     distribution of assets or rights, as a record date for the determination of
     the  holders  of Trust  Interests  entitled  to  receive  such  payment  or
     distribution.  The  holders  of Trust  Interests  of record at the close of
     business on such date shall  exclusively be entitled to participate in such
     payments or distribution.

          (d) In lieu of receiving  cash dividends upon the capital stock of New
     Frontier and paying the same to the holders of Trust Interests  pursuant to
     the provisions of this Agreement,  the Trustee may instruct New Frontier in
     writing  to pay  such  dividends  to the  holders  of the  Trust  Interests
     directly. Upon receipt of such written instructions, New Frontier shall pay
     such dividends  directly to the holders of the Trust  Interests.  Upon such
     instructions being given by the Trustee to New Frontier,  and until revoked
     by the Trustee, all liability of the Trustee with respect to such dividends
     shall cease.  The Trustee may at any time revoke such  instructions  and by
     written notice to New Frontier  direct it to make dividend  payments to the
     Trustee.

     9. Subscription Rights.
     -----------------------
     If  any  stock  or  other  securities  of  New  Frontier  are  offered  for
subscription  to the  holders of its  capital  stock  deposited  hereunder,  the
Trustee,  promptly  upon  receipt  of notice of such  offer,  shall  mail a copy
thereof to each holder of the Trust Interests.  Upon receipt by the Trustee,  at
least five days prior to the last day fixed by New Frontier for subscription and
payment,  of a request  from any such  registered  holder of Trust  Interests to
subscribe in his behalf, accompanied by the sum of money required to be paid for
such  stock or  securities  in  collectible  funds  (not in excess of the amount
subject  to  subscription  in respect  of the  shares  represented  by the Trust
Interest  held  by  such  certificate  holder),  the  Trustee  shall  make  such
subscription and payment.  Upon receiving from New Frontier the certificates for
shares or securities so subscribed for, the Trustee shall issue to such holder a
Trust  Interest in respect  thereof if the shares or  securities  received  have
general voting powers. If, however, the shares or securities do not have general
voting  powers,  the  Trustee  shall  mail or  deliver  such  securities  to the
certificate  holder in whose behalf the  subscription  was made, or may instruct
New  Frontier to make  delivery  directly  to the  certificate  holder  entitled
thereto.

<PAGE>

     10. Dissolution of New Frontier.
     --------------------------------
     In the event of the  dissolution  or total or  partial  liquidation  of the
Company, whether voluntary or involuntary, the Trustee shall receive the moneys,
securities,  rights, or property to which the holders of New Frontier's  capital
stock deposited hereunder are entitled,  and shall distribute the same among the
registered holders of Trust Interests in proportion to their interests, as shown
by the books of the Trustee.  Alternatively,  the Trustee may in his  discretion
deposit such moneys, securities,  rights, or property with any Federally insured
bank or trust company doing  business in Denver,  Colorado,  with  authority and
instructions to distribute the same as above provided, and upon such deposit all
further  obligations  or  liabilities  of the Trustee in respect of such moneys,
securities, rights, or property so deposited shall cease.

     11. Reorganization of New Frontier.
     -----------------------------------
     If New Frontier is merged into or consolidated with another corporation, or
all or substantially  all of its assets are transferred to another  corporation,
then in connection  with such transfer the term "New  Frontier" for all purposes
of this Agreement shall be deemed to include such successor corporation, and the
Trustee shall receive and hold under this  Agreement any stock of such successor
corporation received on account of the ownership,  as Trustee hereunder,  of the
stock held hereunder prior to such merger,  consolidation,  and transfer.  Trust
Certificates  issued and  outstanding  under this  Agreement at the time of such
merger,  consolidation,  or  transfer,  if any, may remain  outstanding,  or the
Trustee may, in his discretion, substitute for such Trust Certificates new Trust
Certificates  in appropriate  form, and the terms "stock" and "capital stock" as
used  herein  shall be taken to include  any stock  which may be received by the
Trustee in lieu of all or any part of the New Frontier's capital stock.

     12. Powers of Trustee.
     ----------------------

          (a) Until the actual delivery to the holders of Trust Interests issued
     hereunder of stock certificates in exchange for such Trust Interests, and
     until the surrender of any issued and outstanding Trust Certificates for
     cancellation, the Trustee shall have the right, subject to the provisions
     of this paragraph hereinafter set forth, to exercise, in person or by his
     nominees or proxies, all stockholders' voting rights and powers in respect
     of all stock deposited hereunder, and to take part in or consent to any
     corporate or stockholders' action of any kind whatsoever. The right to vote
     shall include the right to vote for the election of directors, and in favor
     of or against any resolution or proposed action of any character
     whatsoever, which may be presented at any meeting or require the consent of
     New Frontier's stockholders. Without limiting such general right, it is
     understood that such action or proceeding may include, upon terms
     satisfactory to the Trustee or to his nominees or proxies thereto appointed
     by him, mortgaging, creating a security interest in, and pledging of all or
     any part of New Frontier's property, the lease or sale of all or any part
     of its property, for cash, securities, or other property, and the
     dissolution of New Frontier, or its consolidation, merger, reorganization,
     or recapitalization.

          (b) In voting the stock held by him hereunder either in person or by
     his nominees or proxies, the Trustee shall exercise his best judgment to
     select suitable directors of New Frontier, and shall otherwise, insofar as
     he may as a stockholder of New Frontier, take such part or action in
     respect to the management of its affairs as he may deem necessary so as to
     be kept advised on the affairs of New Frontier and its management. In
     voting upon any matter that may come before him at any stockholders'
     meeting, the Trustee shall exercise like judgment. The Trustee, however,
     shall not be personally liable for any action taken pursuant to his vote or
     any act committed or omitted to be done under this Agreement, provided that
     such commission or omission does not amount to willful misconduct on his
     part and that he at all times exercises good faith in such matters.

<PAGE>

     13. Liability of Trustee.
     -------------------------
     It is  the  intention  of the  parties  that  the  Trustee  has  unfettered
discretion to vote the New Frontier Shares as he deems  appropriate.  No Trustee
shall be liable to any WYOG Shareholder or any other person for any loss arising
out of or in connection with his voting of any of the New Frontier Shares or any
other  action or inaction as Trustee  hereunder,  unless such loss was caused by
his gross negligence or willful misconduct. The Trustee may consult with counsel
of his choice, and shall have full and complete authorization and protection for
any action taken or suffered by the Trustee  under this  Agreement in food faith
and in accordance with the opinion of such counsel.

     14. Resignation of Trustee.
     ---------------------------

          (a) The Trustee shall have the right to resign as Trustee hereunder at
     any time by notice to WYOG and the Trust Interest holders, such resignation
     to be  effective at such time as a successor  Trustee  accepts the terms of
     this Agreement pursuant to Section 14(c).

          (b) In the event of the  resignation  or  inability  of the Trustee to
     serve for any reason,  the  successor  to the  Trustee  shall be the person
     appointed by the Trustee to serve as  successor to the Trustee.  Should the
     Trustee cease to serve or become  incapacitated  without having appointed a
     successor, the holders of Trust Interests shall hold a meeting within sixty
     (60) days after the  Trustee  ceases to serve or is  incapacitated  for the
     purpose  of  electing  a  successor  Trustee,  or  as  soon  thereafter  as
     practicable.  Notice  of such  meeting  shall be  delivered  to each  Trust
     Interest  holder not less than ten (10) days prior thereto.  In that event,
     the  successor  to  the  Trustee  shall  be  the  person  appointed  by the
     affirmative vote of the holders of a majority of the then outstanding Trust
     Interests.

          (c) Any person appointed as a successor Trustee hereunder shall become
     a Trustee only upon written acceptance of and agreement to be bound by, the
     terms and conditions of this Agreement and the rights,  powers,  duties and
     obligations of the Trustee  hereunder,  and the delivery of such acceptance
     to the preceding Trustee,  if reasonably  possible,  and the Trust Interest
     holders. Each successor Trustee shall have the same rights,  powers, duties
     and obligations as the Trustee whom such successor succeeds.

     15. Compensation and Reimbursement of Trustee.
     ----------------------------------------------
     The Trustee shall serve without  compensation.  The Trustee shall, however,
have the right to incur and pay such reasonable  expenses and charges, to employ
and pay such  agents,  attorneys,  and counsel as he/it may deem  necessary  and
proper to effectuate  this Agreement.  All such expenses or charges  incurred by
and due to the  Trustee  may be deducted  pro rata from the  dividends  or other
moneys or property  received by him on the stock  deposited  hereunder.  Nothing
herein  contained  shall  disqualify  the  Trustee  or  successor  Trustees,  or
incapacitate  him or them from serving New Frontier or any of its  affiliates or
subsidiaries as officer or director,  or in any other capacity,  and in any such
capacity receiving compensation.

<PAGE>

     16. Notice.
     -----------

          (a) Unless otherwise  specifically  provided herein,  any notice to or
     communication  with the holders of the Trust  Interests  hereunder shall be
     deemed to be sufficiently  given or made if enclosed in postpaid  envelopes
     (regular not registered mail) addressed to such holders at their respective
     addresses  appearing on the Trustee's  transfer books, and deposited in any
     post  office or post  office  box.  The  addresses  of the holders of Trust
     Interests,  as shown on the Trustee's transfer books, shall in all cases be
     deemed to be the addresses of Trust Interest holders for all purposes under
     this  Agreement,  without  regard to what other or different  addresses the
     Trustee  may have for any  Trust  Interest  holder  on any  other  books or
     records of the Trustee.  Every notice so given shall be effective,  whether
     or not  received,  and the date of mailing shall be the date such notice is
     deemed given for all purposes.

          (b) Any  notice  to New  Frontier  hereunder  shall be  sufficient  if
     enclosed in a postpaid envelope and sent by registered mail to New Frontier
     at such other address as New Frontier may designate by notice in writing to
     the Trustee.

          (c) Any notice to the Trustee  hereunder may be enclosed in a postpaid
     envelope and sent by  registered  mail to the Trustee,  addressed to him at
     such  addresses  as he may from  time to time  furnish  in  writing  to New
     Frontier.

          (d) All distributions of cash, securities, or other property hereunder
     by the  Trustee  to the  holders  of Trust  Interests  may be made,  in the
     Trustee's  discretion,  by mail (regular or registered mail, as the Trustee
     may deem  advisable),  in the same manner as  hereinabove  provided for the
     giving of notices  to the  holders  of Trust  Interests  or by the use of a
     Transfer Agent as provided for herein.

     17. Entire Agreement.
     ---------------------
     This Agreement supersedes all prior agreements between the parties relating
to its subject matter.  There are no other  understandings or agreements between
them concerning the subject matter.

     18. Non-Waiver.
     ---------------
     No delay or failure by a party to exercise any right under this  Agreement,
and no partial or single  exercise of that right,  shall  constitute a waiver of
that or any other right, unless otherwise expressly provided herein.

     19. Headings.
     -------------
     Headings in this Agreement are for  convenience  only and shall not be used
to interpret or construe its provisions.

     20. Governing Law; Venue.
     -------------------------
     This Agreement  shall be construed in accordance with the laws of the State
of  Colorado.  Any action or  proceeding  against  any party  arising out of, or
relating in any way to this  Agreement  shall be brought and enforced  only in a
court of competent  jurisdiction  in any local,  state, or federal court located
within the City and County of Denver,  Colorado.  Each of the WYOG  Shareholders

<PAGE>

irrevocably  submits  to the  jurisdiction  of each such court in respect of any
such  action  or  proceeding,  regardless  of his  residence.  Each of the  WYOG
Shareholders  irrevocably  waives, to the fullest extent permitted by applicable
law: (i) any objection  that such party may now or hereafter  have to the laying
of venue of any such action or proceeding in the State of Colorado; and (ii) any
claim  that any such  action or  proceeding  brought  in any such court has been
brought in any inconvenient forum.

     21. Fax/Counterparts.
     ---------------------
     This  Agreement  may be  executed  by telex,  telecopy  or other  facsimile
transmission, and may be executed in counterparts, each of which shall be deemed
an original, but all of which shall together constitute one agreement.

     22. Binding Effect.
     -------------------
     The  provisions  of this  Agreement  shall be binding upon and inure to the
benefit  of each of the  parties  and their  respective  legal  representatives,
successors and assigns.

     23. Transfer Agent.
     -------------------
     Notwithstanding anything in this Agreement to the contrary, the Trustee may
employ  one or more  Transfer  Agents  to assist in  Trustee's  notification  or
distribution  obligations found herein,  including,  but not limited to, (1) any
transfer  associated with the  Distribution,  (2) any distribution of dividends,
(3) any  distribution of Net Proceeds of Sale, or (4) any  distribution of Trust
Certificates.

     24. Continuation of Trust.
     --------------------------
     The  death,  insolvency,  or  incompetency  of a WYOG  Shareholder,  or the
transfer of Trust Interests, shall not terminate the Trust, or entitle the legal
representative of the WYOG Shareholder,  or the transferee, to any accounting or
to any legal action against the Trust  property or the Trustee.  Upon the death,
insolvency,  or incompetency of a WYOG  Shareholder,  his legal  representatives
shall  succeed as a WYOG  Shareholder,  and shall be bound by the  provisions of
this Agreement.

     IN WITNESS  WHEREOF the parties have executed this Agreement as of the date
first above written.

Date:  June 6, 2003
       ------------


                                    TRUSTEE:


                                      /s/ Bill M. Conrad
                                      ------------------------------------------
                                      Trustee
                                      ------------------------------------------



                                      WYOMING OIL & MINERALS, INC.
                                      a Wyoming Corporation


                                      By:   /s/ Raymond E. McElhaney
                                           -------------------------------------
                                      Name: Raymond E. McElhaney
                                           -------------------------------------
                                     Title: Chairman
                                           -------------------------------------