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                                                                 EXHIBIT 10.28.2


                               OPTION CERTIFICATE

                     TO PURCHASE SHARES OF COMMON STOCK OF
                             INLAND RESOURCES INC.
             INCORPORATED UNDER THE LAWS OF THE STATE OF WASHINGTON
                  CERTIFICATE EVIDENCING THE NUMBER OF OPTIONS
                             SET FORTH IN SECTION 1


     1.   BASIC TERMS.  This certifies that, for good and valuable
consideration, John E. Dyer  (the "Holder"), is entitled, subject to the terms
and conditions of this Option Certificate (the "Certificate"), to purchase
150,000 shares of the common stock, $.001 par value (the "Common Stock"), of
Inland Resources Inc. (the "Company"), subject to adjustment as provided in this
Certificate, from the Company at the applicable Exercise Price (as defined
below), on delivery of this Certificate to the Company with the exercise form
duly executed and payment of the Exercise Price payable to the Company by
cashier's check or other immediately available funds, for all shares purchased.
One Option (herein so called) is required for the purchase of one share of
Common Stock, subject to adjustment as provided herein.  Holder and Company
acknowledge and agree that the Options granted hereby are nonqualified stock
options.

     2.   EXPIRATION DATE.  The right to exercise the Options evidenced by this
Certificate shall expire at 12:00 a.m. PST on the tenth (10th) anniversary of
the effective date of this Certificate, provided, however, that if Holder's
employment by the Company or a subsidiary is terminated for any reason by Holder
or the Company (with or without cause), other than as a result of the death or
disability of Holder, then the vested Options evidenced by this Certificate
shall expire sixty (60) days after such termination, but if termination is as a
result of the death or disability of Holder then the vested Options may be
exercised at any time within one year after the termination of employment for
such reason (the "Expiration Date").

     3.   EXERCISE PRICE.  The purchase price per share of the Common Stock upon
exercise of the Options (the "Exercise Price") shall be equal to $11.00 per
share, which is equal to or greater than the fair market value per share on the
date hereof, for the first 75,000 Options vesting under this Certificate and
$16.00 per share for the remaining 75,000 Options vesting under this
Certificate.  The applicable Exercise Price may be adjusted from time to time
pursuant to the terms of this Certificate.

     4.   VESTING OF OPTIONS.  Subject to the other terms and conditions of this
Agreement, the Options granted hereby shall vest in accordance with the
following schedule: (i) 25,000 of the Options granted hereby shall vest on each
of the first, second and third anniversary dates of the effective date of this
Certificate, provided Holder is employed by the Company or a subsidiary on such
date (except as otherwise provided below); and (ii) 25,000 of the Options
granted hereby shall vest on each of the fourth, fifth and sixth anniversary
dates of the effective date of this Certificate, provided Holder is employed by
the Company or a subsidiary on such date (except as otherwise provided below)
and provided, further, that the Company had "EBITDA" of $40,000,000 for the
twelve (12) months ended on the October 31 immediately preceding such
anniversary date.  For purposes of this Certificate, "EBITDA" shall mean the net
income of the

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Company before deductions for interest, income taxes, depreciation and
amortization. Notwithstanding any provision hereof to the contrary, the Options
granted hereby shall vest immediately upon a sale of all or substantially all of
the assets of the Company or a cash merger involving the Company pursuant to
which the shareholders of the Company are cashed out in such merger and cease to
be shareholders of the Company or the surviving entity. Any non-vested Options
granted hereby shall be immediately forfeited if Holder's employment by the
Company or a subsidiary is terminated for any reason by the Company (with or
without cause) or Holder (including as a result of the death or disability of
Holder); provided, however, that notwithstanding the vesting schedule set forth
above, if Holder's employment is terminated prior to May 10 in any year, the
Options which would have otherwise vested on November 10th of that year shall be
forfeited, but if such termination occurs on or after May 10th in any such year,
any Options which would otherwise have vested on November 10th of such year
shall not be forfeited and shall be deemed vested notwithstanding such
termination. Once an Option has vested, it may be exercised at any time by
Holder, subject to the other terms and conditions of this Certificate.

     5.   COMPANY'S WARRANTIES, REPRESENTATIONS AND COVENANTS.  The Company
warrants, represents and covenants to the Holder that:

          (a) The Company has been duly incorporated and organized and is
     validly existing as a corporation in good standing under the laws of its
     state of organization.

          (b) The Options have been duly authorized and are the validly issued,
     fully paid and binding obligation of the Company.  The Common Stock of the
     Company issuable upon exercise of the Options are validly authorized and
     upon payment of the Exercise Price shall be validly issued, fully paid and
     nonassessable Common Stock of the Company.

          (c) Common Stock deliverable on the exercise of the Options shall, at
     delivery, be fully paid and nonassessable, free from all taxes, liens, and
     charges with respect to the purchase.

          (d) The Company shall take any necessary steps to assure that the par
     value per share of the Common Stock is at all times equal to or less than
     the then current Exercise Price of the Common Stock issuable pursuant to
     this Certificate.

          (e) The Company shall at all times reserve and hold available
     sufficient shares of its Common Stock to satisfy the Common Stock issuable
     upon exercise of the Options.

          (f) The Company shall maintain its books and records in accordance
     with generally accepted accounting principles applied on a consistent
     basis.

          (g) The Company shall permit the Holder through his designated
     representatives to visit and inspect any of the properties of the Company,
     to examine its books and records, and to discuss its affairs, finances and
     accounts

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     with and be advised as to the same by the officers of the Company at
     reasonable times and intervals, on the same basis as any other shareholder.

     The provisions of this Section shall continue for so long as the Holder
owns this Certificate.

     6.   Method of Exercise; Shares Issued Upon Exercise.  Exercise may be made
of all or any part of the Options evidenced by this Certificate by surrendering
it, with the exercise form provided for herein duly executed by or on behalf of
the Holder, at the executive office of the Company, accompanied by payment in
full of the Exercise Price payable in respect of the Options being exercised.
The Options are exercisable at the option of the Holder in whole or in part at
any time prior to the Expiration Date.  If less than all of the Options
evidenced by this Certificate are exercised, the Company will, upon such
exercise, execute and deliver to the Holder a new certificate (dated the date
hereof) evidencing the Options not so exercised.  Unless the Common Stock
issuable upon exercise of the Options has been registered under the Securities
Act of 1933, as amended (the "1933 Act"), the certificates evidencing the Common
Stock issuable on exercise of the Options will bear the following legend or a
substantially similar legend:

     "The shares of stock of Inland Resources Inc. (the "Company") represented
     by this certificate have not been registered under the Securities Act of
     1933, as amended (the "1933 Act"), or under the securities laws of any
     state, and the Holder hereof cannot make any sale, assignment, or other
     transfer of any shares of such stock except pursuant to an offering of such
     shares duly registered under the 1933 Act and the applicable state
     securities laws, or under such other circumstances that, in the opinion of
     counsel of the Holder hereof, does not require registration under the 1933
     Act and any state securities laws.  Said shares are restricted securities
     within the meaning of Rule 144 promulgated under the 1933 Act and may be
     subject to the limitations upon resale set forth therein or in other rules
     and regulations under the 1933 Act;"

provided, however, that the Company agrees that whenever the shares of Common
Stock issuable upon exercise or conversion of the Options shall have been
beneficially held for two (2) years within the meaning of Rule 144(k) of the
1933 Act or any successor rule or statute or any shorter period of time allowed
by such successor rule or statute, and so long as the Holder is not an affiliate
of the Company within the meaning of Rule 144, if required by Rule 144 or such
successor rule or statute, then the Company shall remove all restrictive legends
and stop transfer restrictions at the written request of the owner of the shares
of Common Stock issuable on exercise or conversion of the Options.

     7.   INVESTMENT REPRESENTATION OF HOLDER.  Holder represents and warrants
that the Options evidenced by this Certificate, and any Option Shares (herein so
called) purchased upon exercise of the Options, have been, or will be, acquired
or purchased as an investment for Holder's own account and not with a view
toward further distribution thereof.  It is expressly understood that the
Options cannot be transferred except pursuant to Section 10 hereof, and that the
Option Shares cannot be sold or transferred except pursuant to an effective
registration statement or an exemption from applicable securities laws.

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     8.   ADJUSTMENT OF SHARES PURCHASABLE.  The number of shares of Common
Stock purchasable hereunder and the applicable Exercise Price per share are
subject to adjustment from time to time as specified in this Certificate.

     9.   EXCHANGE FOR OTHER DENOMINATIONS.  This Certificate is exchangeable,
on its surrender by the Holder to the Company, for new Certificates of like
tenor and date representing in the aggregate the number of Options and the right
to purchase the number of shares of Common Stock purchasable hereunder in
denominations designated by the Holder at the time of surrender.

     10.  RESTRICTIONS ON TRANSFER.  During the lifetime of Holder, this
Certificate shall be exercisable only by the Holder in person, by attorney or by
mail, on surrender of this Certificate, properly endorsed.  Neither this
Certificate nor the Options are transferable by Holder by operation of law or
otherwise, except that in the event of death or disability of Holder while
employed by the Company or a subsidiary, the vested Options may be exercised at
any time within one year after such death or disability by the duly appointed
personal representative of Holder, or by any person or persons who shall acquire
the Options directly from Holder by bequest or inheritance.

     11.  ADJUSTMENT OF SHARES.  Wherever this Certificate specifies a number of
shares of Common Stock or an Exercise Price per share, the specified number of
shares of Common Stock to be received on exercise and the applicable Exercise
Price per share shall be changed to reflect adjustments (which may require that
additional securities or other property be delivered on exercise) required by
this section, as follows:

          (a) If a stock or property dividend is declared to the holders of
     shares of the same class of securities of the Company as is issuable upon
     exercise of Options, there shall be added with respect to each share of
     Common Stock issuable upon exercise of Options the amount of the dividend,
     stock or property, which would have been issued to the Holder had the
     Holder been the holder of record of such issuable share at the dividend
     record date.  Such additional stock or property resulting from such
     dividend shall be delivered without additional cost upon the exercise of
     Options.  Any distribution to the holders of Common Stock of the Company of
     any kind, other than a distribution of cash as a dividend out of profits of
     the Company for the current year of the dividend, shall be treated as a
     stock or property dividend for purposes of this Subsection 11(a).  If the
     Holder is entitled to  receive cash upon exercise of Options under this
     Subsection 11(a), the Holder may, at the Holder's option, elect to reduce
     the applicable Exercise Price by all or part of the cash to be received by
     the Holder upon exercise under this Subsection 11(a).

          (b) If an increase has been effected in the number of outstanding
     shares of the same class of securities of the Company as is issuable upon
     exercise of Options by reason of a subdivision of such shares, the number
     of shares which may thereafter be purchased upon exercise of Options shall
     be increased with respect to each share issuable upon exercise of Options
     by the number of shares which could have been received by the Holder at the
     time of such subdivision had it been

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     the holder of record of such issuable shares at the record and/or effective
     date of the subdivision. In such event, the Exercise Price per share of
     Options shall be proportionately reduced.

          (c) If a decrease has been effected in the number of outstanding
     shares of the same class of securities of the Company as is issuable upon
     exercise of Options by reason of a reverse stock split, the number of
     shares which may thereafter be purchased upon exercise of Options shall be
     changed with respect to each share issuable upon exercise of Options to the
     number of shares which would have been held by the Holder at the time of
     said reverse stock split had the Holder been the holder of such issuable
     share at the record and/or effective date of the reverse stock split.  In
     such event, the Exercise Price per share shall be proportionately
     increased.

          (d) If there is a capital reorganization, reclassification of the
     capital stock of the Company, or any consolidation or merger of the Company
     with any other corporation or corporations, or if there is a sale or
     distribution of all or substantially all of the Company's property and
     assets, the Company shall make adequate provision so that there shall
     remain and be substituted under this Certificate with respect to each share
     issuable upon exercise of Options the stock, securities and/or assets which
     would have been issuable or payable in respect of or in exchange for such
     issuable shares if the Holder had been the owner of such share on the
     applicable record date.  All other provisions of this Certificate shall
     remain in full force and effect.

     12.  NOTICE OF ADJUSTMENT.  On the happening of any event requiring an
adjustment of the Exercise Price or the shares purchasable hereunder, the
Company shall immediately give written notice to the Holder stating the adjusted
Exercise Price and the adjusted number and kind of securities or other property
purchasable hereunder resulting from the event and setting forth in reasonable
detail the method of calculation and the facts upon which the calculation is
based.

     13.  NOTICE REQUIREMENT.  If at any time the Company proposes or is aware
of any of the following transactions, the Company shall give written notice to
the Holder at least 30 days prior to the proposed transaction:  an anticipated
voluntary or involuntary dissolution, liquidation or winding up of the Company;
a merger or consolidation of the Company; the payment or declaration of a
dividend or distribution to shareholders of the Company; or the vote of
shareholders of the Company to amend the certificate or articles of
incorporation of the Company. Such notice shall contain:  (a) the date on which
the proposed transaction is to take place; (b) the record date (which shall be
at least 30 days after the giving of the notice) of the proposed transaction;
(c) a brief description of the proposed transaction; (d) a brief description of
any dividends or other distributions to be made to holders of Common Stock as a
result of the proposed transaction; (e) a brief description of any other effect
of the proposed transaction on holders of Common Stock or this Certificate; and
(f) an estimate of the fair value of any dividends or other distributions to be
made to shareholders.

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     14.  FRACTIONAL SHARES.  The Company shall not be required upon the
exercise of any of the Options evidenced hereby to issue any fractional shares,
but shall make an adjustment therefore in cash on the basis of the mean between
the low bid and high asked prices on the over-the-counter market as reported by
the NASD Automated Quotation System or the closing market price on a national
securities exchange on the trading day immediately prior to exercise, whichever
is applicable, or if neither is applicable, then on the basis of the market
value of any such fractional interest as shall be reasonably determined by the
Company.

     15.  NOTICE.  Any notice required or permitted by any party to this
Certificate shall be in writing and may be delivered personally to the party
being given notice or to the person in charge of the office of the party being
given notice or by facsimile, national overnight courier service or by mail, at
the party's address indicated below, and any notice will be effective only upon
actual receipt by the party.  The addresses of the parties are as follows:

          Holder:             475 17th Street, Suite 1500
                              Denver, Colorado 80202

          Company:            475 17th Street, Suite 1500
                              Denver, Colorado 80202

The names and addresses of persons to receive notice as stated in this Section
may be changed by notice given in accordance with this Section.

     16.  PARTIES.  This Certificate shall bind the respective successors and
assigns of the parties.

     17.  ENTIRE AGREEMENT.  This Certificate represents the entire agreement of
the parties with respect to the subject matter hereof and supersedes any prior
or contemporaneous oral or written agreements or understandings.  The terms of
this Certificate may be amended only by a written instrument executed by the
Company and the Holder.

     WITNESS the signature of the Company's authorized representative and the
acceptance of the terms hereof by the signature of the Holder dated effective
November 10, 1997.

                                    COMPANY:

                                    INLAND RESOURCES INC.

                                    By:
                                       -------------------------------------
                                         Kyle R. Miller, President and Chief
                                         Executive Officer

                                    HOLDER:


                                    ----------------------------------------
                                    JOHN E. DYER

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                                 EXERCISE FORM


                   (To be executed by the Holder to purchase
                  Common Stock pursuant to the within Options)



_______________________________
_______________________________
_______________________________

     The undersigned hereby:  (1) irrevocably elects to purchase ______ shares
of the Company's Common Stock issuable upon the exercise of the within Options,
and encloses payment of $________________ therefor; (2) requests that a
certificate for the shares be issued in the name of the undersigned and
delivered to the undersigned at the address below; and (3) if such number of
shares is not all of the shares purchasable hereunder, that a new Certificate of
like tenor for the balance of the remaining Options be issued in the name of the
undersigned and delivered to the undersigned at the address below.



Date:_____________________             ________________________________
                                       (Please sign exactly as name
                                        appears on Option Certificate)



                                       _________________________________
                                       Address

                                       _________________________________


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