Exhibit 10.9
Form 10-KSB
Mountain Oil, Inc.
File No. 333-37842

                               MOUNTAIN OIL, INC.
                         NOTICE OF GRANT OF STOCK OPTION

     Notice is hereby given of the following  stock option grant (the  "Option")
to purchase shares of the Common Stock of Mountain Oil, Inc. (the "Company"):

Optionee:               Pete Peterson
                        2063 N. Main
                        Centerville, UT 84014

Grant Date:             3-6-2001

Expiration Date:        3-5-2011

Exercise Price:         $2.25 per share

Number of Option Shares:      25,000

Type of Option:         _____ Incentive Stock Option

                        XXX   Non-Statutory Option

Exercise  Schedule:  The Option shall become exercisable for one hundred percent
(100 %) of the Option Shares immediately.

     Optionee  understands  and agrees that the Option is granted subject to and
in accordance  with the express  terms and condition of the Company's  Long-Term
Stock  Incentive Plan adopted by the Board of Directors on January 15, 2000 (the
"Plan").  Optionee further agrees to be bound by the terms and conditions of the
Plan and the terms and conditions of the Option as set forth in the Stock Option
Agreement  attached hereto as Exhibit A. The Company shall provide to Optionee a
copy of the Plan upon written request to the Company.

Dated:  March 6, 2001

Mountain Oil, Inc.                              Optionee

By: /s/ Craig Phillips, President               /s/ Pete Peterson

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                                                                       Exhibit A
                               MOUNTAIN OIL, INC.
                             STOCK OPTION AGREEMENT

THE HOLDER OF THIS OPTION, BY ACCEPTANCE HEREOF, BOTH WITH RESPECT TO THE OPTION
AND COMMON STOCK ISSUABLE UPON EXERCISE OF THE OPTION,  AGREES AND  ACKNOWLEDGES
THAT THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR UNDER
THE  SECURITIES  LAWS OF ANY STATE.  THESE  SECURITIES  HAVE BEEN  ACQUIRED  FOR
INVESTMENT  AND MAY NOT BE  TRANSFERRED  OR SOLD IN THE ABSENCE OF AN  EFFECTIVE
REGISTRATION  STATEMENT OR OTHER COMPLIANCE UNDER THE SECURITIES ACT OR THE LAWS
OF THE  APPLICABLE  STATE  OR A "NO  ACTION"  OR  INTERPRETIVE  LETTER  FROM THE
SECURITIES  AND  EXCHANGE   COMMISSION  OR  AN  OPINION  OF  COUNSEL  REASONABLY
SATISFACTORY  TO THE  ISSUER,  AND ITS  COUNSEL,  TO THE EFFECT THAT THE SALE OR
TRANSFER IS EXEMPT FROM  REGISTRATION  UNDER THE  SECURITIES  ACT AND SUCH STATE
STATUTES.

                                   WITNESSETH:
RECITAL

     A. The Company's  Board of Directors  (the "Board") and  stockholders  have
adopted  the  Long-Term  Stock  Incentive  Plan (the  "Plan") for the purpose of
attracting and retaining the services of key employees  (including  officers and
directors),  non-employee  Board members and consultants  and other  independent
advisors.

     B.  Optionee is an  individual  who is to render  valuable  services to the
Company or one or more Subsidiaries, and this Agreement is executed pursuant to,
and is intending to carry out the purposes of, the Plan in  connection  with the
grant of a stock  option  to  purchase  shares  of the  Company's  common  stock
("Common Stock") under the Plan.

     NOW, THEREFORE, it is hereby agreed as follows:

1. Grant of Option.  Subject to and upon the terms and  conditions  set forth in
this Agreement, the Company hereby grants to Optionee, as of the grant date (the
"Grant Date") specified in the accompanying Notice of Grant of Stock Option (the
"Grant  Notice"),  a stock option to purchase up to that number of shares of the
Company's  Common  Stock (the  "Option  Shares")  as is  specified  in the Grant
Notice.  Such  Option  Shares  shall be  purchased  from time to time during the
option term at the exercise price (the "Exercise  Price") specified in the Grant
Notice.

2.  Option  Term.  This  option  shall  expire at the close of  business  on the
expiration date (the "Expiration  Date")  specified in the Grant Notice,  unless
sooner terminated in accordance with Paragraph 5 or 6.

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3. Limited  Transferability.  This option shall be exercisable  only by Optionee
during Optionee's lifetime and shall not be transferable or assigned by Optionee
other  than  by  will  or by the  laws of  descent  and  distribution  following
Optionee's death.

4. Exercisability. This option shall become exercisable for the Option Shares in
accordance with the installment  schedule  specified in the Grant Notice. As the
option becomes  exercisable  for one or more  installments,  those  installments
shall  accumulate,  and the option shall remain  exercisable for the accumulated
installments  until the Expiration Date or sooner termination of the option term
under  Paragraph 5 or 6. Except as  provided  in the Grant  Notice,  this option
shall  not  become  exercisable  for  any  additional  Option  Shares  following
Optionee's cessation of Service.

5.  Cessation  of  Service.  The option  term  specified  in  Paragraph  2 shall
terminate  (and this  option  shall  cease to remain  outstanding)  prior to the
Expiration Date in accordance with the following provisions:

     a. Except as provided in the Grant  Notice,  this option shall  immediately
terminate and cease to remain  outstanding for any Option Shares for which it is
not  exercisable  at the time of  Optionee's  cessation  of Service  (as defined
below).

     b.  Should  Optionee  cease  Service  for any  reason  other  than death or
permanent disability while this option remains outstanding,  then Optionee shall
have a 90-day  period  measured  from the date of such  cessation  of Service in
which to exercise this option for any or all of the Option Shares for which this
option is  exercisable  at the time of such  cessation of Service.  In no event,
however, may this option be exercised at any time after the specified Expiration
Date of the  option  term.  Upon the  expiration  of such  90-day  period or (if
earlier)  upon the  specified  Expiration  Date of the option term,  this option
shall terminate and cease to remain outstanding.

     c. Should  Optionee die while in Service or within 90 days after  cessation
of Service, then the personal  representative of Optionee's estate or the person
or persons to whom this option is transferred  pursuant to Optionee's will or in
accordance  with the laws of descent  and  distribution  shall have the right to
exercise the option for any or all of the Option Shares for which this option is
exercisable  at the time of  Optionee's  cessation  of Service,  less any Option
Shares  subsequently  purchased  by  Optionee  prior to death.  Such right shall
lapse, and this option shall terminate and cease to remain outstanding, upon the
earlier of (i) the expiration of the 12-month  period  measured from the date of
Optionee's death or (ii) the Expiration Date.

     d. Should  Optionee cease Service by reason of permanent  disability  while
this  option is  outstanding,  then  Optionee  shall  have a period of 12 months
(commencing with the date of such cessation of Service) during which to exercise
this option,  but in no event shall this option be exercisable at any time after
the Expiration  Date.  Upon the expiration of such twelve 12-month period or (if
earlier)  upon the  Expiration  Date,  this option shall  terminate and cease to
remain outstanding.

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     e.  During  the  applicable  period of  post-Service  exercisability  under
subparagraphs  b  through  d above,  this  option  may not be  exercised  in the
aggregate  for more than the  number of Option  Shares  (if any) for which  this
option  is, at the time of  Optionee's  cessation  of  Service,  exercisable  in
accordance  with  either the  provisions  specified  in the Grant  Notice or the
special acceleration provisions of Paragraph 6 of this Agreement.

     f. Should (i) Optionee's  Service be terminated for dishonesty  (including,
but not limited to, any act of fraud or embezzlement),  (ii) Optionee's  Service
be terminated for gross neglect or willful  misconduct in the performance of its
duties (after one written warning),  (iii) Optionee's  Service be terminated for
making any unauthorized  use or disclosure of confidential  information or trade
secrets of the Company or any Subsidiary,  (iv) Optionee's Service be terminated
for its  conviction of a felony,  or (v)  Optionee's  Service be terminated  for
drunkenness or illegal use of drugs which interferes with the performance of its
duties  (after one written  warning),  then in any such event this option  shall
terminate immediately and cease to be outstanding.

     g. For purpose of this  Agreement,  the following  definitions  shall be in
effect

     Optionee  shall  be  deemed  to  remain  in  Service  for so  long  as such
individual  performs  services  on a  periodic  basis  to the  Company  (or  any
Subsidiary) in the capacity of an Employee,  a non-employee  member of the Board
or an independent consultant or advisor.

     Optionee  shall  be  considered  to be an  Employee  for so  long  as  such
individual  performs  services  while  in  the  employ  of  the  Company  or any
Subsidiary, subject to the control and direction of the employer entity not only
as to the  work  to be  performed  but  also  as to the  manner  and  method  of
performance.

     Optionee shall be deemed to be permanently  disabled and to have incurred a
permanent  disability if Optionee is unable to engage in any substantial gainful
activity by reason of any medically  determinable  physical or mental impairment
expected  to result  in death or to be of  continuous  duration  of 12 months or
more.

6. Corporate Transaction.

     a. In the event of any of the following  transactions  to which the Company
is a party (a "Corporate Transaction"):

          (1) Any "person",  as such term is used in Sections 13(d) and 14(d) of
     the Securities  Exchange Act of 1934, as amended  ("Exchange Act"),  (other
     than the Company, a majority-owned  subsidiary of the Company, an affiliate
     of the  Company  within  the  meaning  of the  Exchange  Act,  or a Company
     employee  benefit  plan,  including  any  trustee  of such  plan  acting as
     trustee),  is or becomes the  "beneficial  owner" (as defined in Rule 13d-3
     under the Exchange  Act),  directly or  indirectly,  of  securities  of the
     Company (or a successor  to the  Company)  representing  50% or more of the
     combined voting power of the then outstanding  securities of the Company or
     such  successor;

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          (2) At any time  that the  Company  has  shares  registered  under the
     Exchange  Act at  least  50% of the  directors  of the  Company  constitute
     persons  who were not at the time of their  first  election to the board of
     directors of the Company,  candidates  proposed by a majority of such board
     of directors in office prior to the time of such first election; or

          (3) (A) the dissolution of the Company or liquidation of more than 50%
     in value of the Company or a sale of assets  involving 50% or more in value
     of the  assets of the  Company,  (B) any  merger or  reorganization  of the
     Company  whether or not another  entity is the survivor,  pursuant to which
     the holders,  as a group,  of all of the shares of the Company  outstanding
     prior to the  transaction  hold, as a group,  less than 50% of the combined
     voting power of the Company or any successor company  outstanding after the
     transaction,  (C) a transaction or related set of  transactions  (including
     without  limitation  a merger  or  tender  offer  together  with a  related
     purchase of shares by the tender  offeror in the market)  pursuant to which
     the holders,  as a group,  of all of the shares of the Company  outstanding
     prior to the  transaction  hold, as a group,  less than 50% of the combined
     voting power of the Company or any successor company  outstanding after the
     transaction,  or (D) any other event which the Committee determines, in its
     discretion,  would  materially  alter the  structure  of the Company or its
     ownership.

          This option, to the extent  outstanding at such time but not otherwise
     exercisable,  shall  automatically  accelerate  so that such option  shall,
     three  days  immediately  prior  to the  specified  effective  date for the
     Corporate  Transaction,  become fully exercisable for all the Option Shares
     at the time  subject  to such  option and may be  exercised  for all or any
     portion of such shares. No such acceleration of this option, however, shall
     occur if and to the  extent:  (x) this  option is, in  connection  with the
     Corporate Transaction, either to be assumed by the successor corporation or
     parent thereof or replaced with a comparable  option; or (y) this option is
     to be replaced with a cash incentive  program of the successor  corporation
     which  preserves  the option  spread  existing at the time of the Corporate
     Transaction  (the excess of the Fair Market  Value of the Option  Shares at
     the time subject to this option over the aggregate  Exercise  Price payable
     for such shares) and provides for subsequent pay-out in accordance with the
     same  vesting  schedule  in effect  for the option  pursuant  to the option
     exercise  schedule  set forth in the Grant  Notice.  The  determination  of
     option  comparability under clause (x) shall be made by the Committee,  and
     such determination shall be final, binding and conclusive.

     b. The portion of this option  accelerated in connection with any Corporate
Transaction  shall remain  exercisable  as an  incentive  stock option under the
Federal tax laws (if the option is  designated as such in the Grant Notice) only
to the extent the applicable  dollar  limitation of Paragraph 17 is not exceeded
in the calendar year of such Corporate Transaction.

     c. This option, to the extent not previously exercised,  shall terminate at
5:00 p.m.,  Eastern time on the effective date of the Corporate  Transaction and
cease to remain  outstanding  unless it is  expressly  assumed by the  successor
corporation or parent thereof as provided herein.

     d. This  Agreement  shall not in any way affect the right of the Company to
adjust,  reclassify,  reorganize  or  otherwise  make  changes in its capital or
business  structure  or to merge,  consolidate,  dissolve,  liquidate or sell or
transfer all or any part of its business or assets.

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7.    Adjustment in Option Shares.

     a. In the event of any change in the  outstanding  stock of the  Company by
reason of any stock split,  stock  dividend,  recapitalization,  combination  or
reclassification of shares, merger or similar event, the number of Option Shares
and Exercise  Price shall be adjusted in the manner  provided in the Plan.  Such
adjustments as finally determined by the Committee shall be final,  binding, and
conclusive.

     b. If this  option  is to be  assumed  in  connection  with  any  Corporate
Transaction under Paragraph 6 or is otherwise to continue outstanding, then this
option shall,  immediately  after such Corporate  Transaction,  be appropriately
adjusted to apply and pertain to the number and class of securities  which would
have been issued to Optionee in the  consummation of such Corporate  Transaction
had the option been exercised  immediately prior to such Corporate  Transaction.
Appropriate  adjustments  shall also be made to the Exercise  Price  payable per
share,  provided the aggregate Exercise Price payable hereunder shall remain the
same.

     c. In lieu of issuing a fraction of a share upon the exercise of the Option
resulting from an adjustment  under this  Paragraph 7 or otherwise,  the Company
will be entitled to pay to the Optionee an amount equal to the Fair Market Value
of such fractional share.

8. Privilege of Stock Ownership. The holder of this option shall not have any of
the  rights of a  stockholder  with  respect  to the  Option  Shares  until such
individual  shall have  exercised the option and paid the Exercise Price for the
purchased Option Shares.

9. Manner of Exercising Option.

     a. In order to exercise  this option with respect to all or any part of the
Option Shares for which this option is at the time exercisable,  Optionee (or in
the case of exercise after Optionee's death, Optionee's executor, administrator,
heir or legatee, as the case may be) must take the following actions:

          (1)  Deliver to the  Corporate  Secretary  of the  Company an executed
     notice of exercise in substantially the form of Exhibit I to this Agreement
     (the  "Exercise  Notice") in which there is specified  the number of Option
     Shares which are to be purchased under the exercised option.

          (2) Pay the aggregate  Exercise Price for the purchased shares through
     one or more of the following alternatives:

               (A)  full  payment  in  cash  or by  check  made  payable  to the
          Company's order;

               (B) full payment in shares of Common Stock held for the requisite
          period  necessary  to avoid a charge  to the  Company's  earnings  for
          financial  reporting  purposes  and valued at Fair Market Value on the
          Exercise  Date (as  such  term is  defined  below);

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               (C) full payment  through a combination of shares of Common Stock
          held for the  requisite  period  necessary  to  avoid a charge  to the
          Company's earnings for financial reporting purposes and valued at Fair
          Market  Value on the  Exercise  Date and cash or check  payable to the
          Company's order; or

               (D)  full  payment  effected  through  a  broker-dealer  sale and
          remittance   procedure   pursuant  to  which  Optionee  shall  provide
          concurrent    irrevocable    written    instructions    (i)    to    a
          Company-designated  brokerage firm to effect the immediate sale of the
          purchased  shares and remit to the Company,  out of the sale  proceeds
          available  on the  settlement  date,  sufficient  funds to  cover  the
          aggregate  Exercise  Price payable for the  purchased  shares plus all
          applicable  Federal,  state  and local  income  and  employment  taxes
          required to be withheld in  connection  with such purchase and (ii) to
          the  Company to deliver  the  certificates  for the  purchased  shares
          directly  to such  brokerage  firm  in  order  to  complete  the  sale
          transaction.

          (3) Furnish to the Company  appropriate  documentation that the person
     or persons exercising the option (if other than Optionee) have the right to
     exercise this option.

     b. For purposes of this  Agreement,  the Exercise Date shall be the date on
which the executed  Exercise  Notice  shall have been  delivered to the Company.
Except  to the  extent  the sale and  remittance  procedure  specified  above is
utilized in connection with the option  exercise,  payment of the Exercise Price
for the purchased shares must accompany such Exercise Notice.

     c. For all valuation  purposes under this Agreement,  the Fair Market Value
per share of Common Stock on any relevant date shall be determined in accordance
with the following provisions:

          (1) If the  principal  market  for  the  Common  Stock  is a  national
     securities  exchange  or the Nasdaq  stock  market,  then the "Fair  Market
     Value" as of that date shall be the mean  between  the  lowest and  highest
     sale price of the stock on that date on the principal exchange on which the
     stock is then listed or admitted for trading.

          (2) If sale prices are not  available or if the  principal  market for
     the Common Stock is not a national securities exchange and the stock is not
     quoted on the Nasdaq stock market,  then the "Fair Market Value" as of that
     date shall be the average  between the highest bid and lowest  asked prices
     for the Common Stock  reported on the Nasdaq OTC  Bulletin  Board or by the
     National Quotation Bureau or a comparable service.

          (3) If the day is not a business  day, and as a result,  subparagraphs
     (i) and (ii) next  above are  inapplicable,  then the "Fair  Market  Value"
     shall be determined as of the last preceding business day. If subparagraphs
     (i) and (ii) next above are otherwise  inapplicable,  then the "Fair Market
     Value" of the  Common  Stock as of that date  shall be  determined  in good
     faith by the Committee.

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     d. As soon as practical after receipt of the Exercise  Notice,  the Company
shall  mail or  deliver  to or on behalf  of  Optionee  (or any other  person or
persons  exercising  this  option  in  accordance  herewith)  a  certificate  or
certificates representing the purchased Option Shares.

     e. In no event may this option be exercised for any fractional share.

10.  Governing  Law. The  interpretation,  performance  and  enforcement of this
Agreement  shall be governed by the laws of the state of Utah without  resort to
that State's conflict-of-laws provisions.

11.  Compliance with Laws and  Regulations.  The exercise of this option and the
issuance of Option Shares upon such  exercise  shall be subject to compliance by
the  Company and  Optionee  with all  applicable  requirements  of law  relating
thereto and with all applicable  regulations of any securities exchange on which
shares of the Company's  Common Stock may be listed at the time of such exercise
and issuance.

12. Successors and Assigns. Except to the extent otherwise provided in Paragraph
3 or 5, the provisions of this  Agreement  shall inure to the benefit of, and be
binding upon, the successors, administrators, heirs and legal representatives of
Optionee and the successors and assigns of the Company.

13. Liability of Company.

     a. If the Option Shares covered by this Agreement  exceed,  as of the Grant
Date,  the number of shares  which may  without  stockholder  approval be issued
under the Plan,  then this  option  shall be void with  respect  to such  excess
shares unless stockholder approval of an amendment  sufficiently  increasing the
number of shares  issuable  under the Plan is  obtained in  accordance  with the
provisions of Paragraph 10 of the Plan.

     b. The inability of the Company to obtain approval from any regulatory body
having  authority  deemed by the Company to be necessary to the lawful  issuance
and sale of any Common Stock  pursuant to this option shall  relieve the Company
of any liability with respect to the non-issuance or sale of the Common Stock as
to which such approval shall not have been  obtained.  The Company shall use its
best efforts to obtain all such approvals.

14. No  Employment/Service  Contracts.  Nothing in this Agreement or in the Plan
shall  confer upon  Optionee any right to continue in the Service of the Company
(or any Subsidiary  employing or retaining  Optionee) for any period of specific
duration or interfere  with or  otherwise  restrict in any way the rights of the
Company (or any such Subsidiary) or Optionee,  which rights are hereby expressly
reserved  by each party,  to  terminate  Optionee's  Service at any time for any
reason whatsoever, with or without cause.

15.  Notices.  Any notice required to be given or delivered to the Company under
the terms of this Agreement  shall be in writing and addressed to the Company in
care of the Company Secretary at the Company's  principal offices at 1576 S. 500

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West,  Suite  100,  Bountiful,  UT 84010.  Any  notice  required  to be given or
delivered  to  Optionee  shall be in writing  and  addressed  to Optionee at the
address indicated on the Grant Notice.  All notices shall be deemed to have been
given or delivered upon personal  delivery or upon deposit in the U. S. Mail, by
registered  or certified  mail,  postage  prepaid and properly  addressed to the
party to be notified.

16.  Construction.  This Agreement and the option  evidenced hereby are made and
granted  pursuant to the Plan and are in all respects  limited by and subject to
the express  terms and  provisions  of the Plan.  All terms used herein that are
defined in the Plan shall have the same  meaning  ascribed  to such terms in the
Plan.  All  decisions  of the  Committee  with  respect to any question or issue
arising under the Plan or this Agreement  shall be conclusive and binding on all
persons having an interest in this option.

17.  Additional Terms Applicable to an Incentive Stock Option. In the event this
option  is  designated  an  incentive  stock  option in the  Grant  Notice,  the
following terms and conditions shall also apply to the grant:

     a. This option  shall cease to qualify for  favorable  tax  treatment as an
incentive  stock  option  under the Federal tax laws if (and to the extent) this
option is exercised  for one or more Option  Shares:  (i) more than three months
after the date Optionee ceases to be an Employee for any reason other than death
or permanent  disability  (as defined in Paragraph 5) or (ii) more than one year
after  the date  Optionee  ceases  to be an  Employee  by  reason  of  permanent
disability.

     b. If this option is to become  exercisable in a series of  installments as
indicated in the Grant Notice,  no such installment  shall qualify for favorable
tax treatment as an incentive stock option under the Federal tax laws if (and to
the extent) the aggregate  Fair Market Value  (determined  at the Grant Date) of
the  shares of the  Company's  Common  Stock for which  such  installment  first
becomes   exercisable   hereunder  will,  when  added  to  the  aggregate  value
(determined as of the respective  date or dates of grant) of the Common Stock or
other  securities  for which this  option or one or more other  incentive  stock
options  granted to Optionee  prior to the Grant Date (whether under the Plan or
any other option plan of the Company or any Subsidiary) first become exercisable
during the same calendar  year,  exceed  $100,000 in the  aggregate.  Should the
number of shares of Common Stock for which this option first becomes exercisable
in any calendar year exceed the applicable $100,000  limitation,  the option may
nevertheless  be exercised  for those excess  shares in such  calendar year as a
non-statutory option.

     c. Should the exercisability of this option be accelerated upon a Corporate
Transaction  in accordance  with Paragraph 6, then this option shall qualify for
favorable tax treatment as an incentive  stock option under the Federal tax laws
only to the extent the  aggregate  Fair Market  Value  (determined  at the Grant
Date) of the  number of  shares of the  Company's  Common  Stock for which  this
option first  becomes  exercisable  in the calendar  year in which the Corporate
Transaction occurs does not, when added to the aggregate value (determined as of
the  respective  date or dates of grant) of the shares of Common  Stock or other
securities  for which this option or one or more other  incentive  stock options
granted to Optionee prior to the Grant Date (whether under the Plan or any other
option plan of the Company or any Subsidiary)  first become  exercisable  during
the same calendar year,  exceed $100,000 in the aggregate.  Should the number of

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shares of Common Stock for which this option first  becomes  exercisable  in the
calendar  year of such  Corporate  Transaction  exceed the  applicable  $100,000
limitation,  the option may  nevertheless  be exercised for the excess shares in
such calendar year as a non-statutory option.

     d. Should  Optionee  hold,  in addition to this  option,  one or more other
options  to  purchase  shares  of  the  Company's   Common  Stock  which  become
exercisable  for the first time in the same calendar  year as this option,  then
the foregoing  limitations  on the  exercisability  of such options as incentive
stock  options  under the  Federal tax laws shall be applied on the basis of the
order in which such options are granted.

     e. To the extent this option  should  fail to qualify for  incentive  stock
option   treatment  under  the  Federal  tax  laws,   Optionee  shall  recognize
compensation  income at the time the option is  exercised  in an amount equal to
the Fair Market Value of the purchased Option Shares less the aggregate Exercise
Price paid for those  shares,  and Optionee must make  appropriate  arrangements
with the Company or any Subsidiary  employing  Optionee for the  satisfaction of
all Federal,  state or local income and employment tax withholding  requirements
applicable to such compensation income.

18.  Additional Terms Applicable to a Non-Statutory  Stock Option.  In the event
this option is  designated a  non-statutory  stock  option in the Grant  Notice,
Optionee shall make appropriate  arrangements with the Company or any Subsidiary
employing  Optionee for the  satisfaction of all Federal,  state or local income
and employment tax withholding  requirements  applicable to the exercise of this
option.


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                                                                       Exhibit I

                               FORM OF PURCHASE
                  (to be signed only upon exercise of Option)

TO:   Mountain Oil, Inc.

     The Optionee,  holder of the attached option,  hereby irrevocable elects to
exercise  the  purchase  rights  represented  by the option for, and to purchase
thereunder,  ________________________________ shares of Common Stock of Mountain
Oil,  Inc.,  and  herewith  makes  payment  therefor,   and  requests  that  the
certificate(s) for such shares be delivered to the Optionee at:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

     The Optionee  represents that the Common Stock is being acquired  without a
view to, or for,  resale in connection  with any  distribution  thereof  without
registration  or other  compliance  under the Securities Act of 1933, as amended
(the "Securities Act"), and applicable state statutes, and that the Optionee has
no  direct  or  indirect  participation  in  any  such  undertaking  or  in  the
underwriting of such an undertaking.  The Optionee  understands  that the Common
Stock has not been  registered,  but is being  acquired  by reason of a specific
exemption  under the  Securities Act as well as under certain state statutes for
transactions  by an  issuer  not  involving  any  public  offering  and that any
disposition   of  the  Common  Stock  may,  under  certain   circumstances,   be
inconsistent  with these exemptions.  The Optionee  acknowledges that the Common
Stock must be held and may not be sold,  transferred,  or otherwise  disposed of
for  value  unless  subsequently  registered  under  the  Securities  Act  or an
exemption  from  such  registration  is  available.  The  Company  is  under  no
obligation  to register the Common  Stock under the  Securities  Act,  except as
expressly agree to by it in writing.  The  certificates  representing the Common
Stock  will  bear a legend  restricting  transfer,  except  in  compliance  with
applicable federal and state securities statutes.

     The Optionee agrees and  acknowledges  that this purported  exercise of the
option is conditioned  on, and subject to, any compliance  with  requirements of
applicable federal and state securities laws deemed necessary by the Company and
to Optionee's  satisfaction of all Federal, state or local income and employment
tax withholding requirements applicable to this exercise.

      DATED this ________ day of ________________________________, __________.



                                          __________________________________
                                          Signature

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