Exhibit 10


                          WYOMING OIL & MINERALS, INC.

                 NON-QUALIFIED STOCK OPTION AND STOCK GRANT PLAN

     This Non-Qualified Stock Option and Stock Grant Plan (the "Plan") is
adopted this 16th day of April, 2004, in consideration of services rendered and
to be rendered by key personnel to Wyoming Oil & Minerals, Inc., its
subsidiaries and affiliates.

1.   Definitions.

     The terms used in this Plan shall, unless otherwise indicated or required
by the particular context, have the following meanings:

     Board:  The Board of Directors of Wyoming Oil & Minerals, Inc., or any duly
authorized committee of the Board.

     Common Stock: The no par value Common Stock of Wyoming Oil & Minerals, Inc.

     Company: Wyoming Oil & Minerals, Inc., a corporation incorporated under the
laws of Wyoming, and any successors in interest by merger, operation of law,
assignment or purchase of all or substantially all of the property, assets or
business of the Company.

     Date of Grant: The date on which an Option (see below) is granted under the
Plan.

     Fair Market Value:  The Fair Market Value of the Option Shares. Such Fair
Market Value as of any date shall be reasonably determined by the Board;
provided, however, that if there is a public market for the Common Stock, the
Fair Market Value of the Option Shares as of any date shall not be less than the
bid price for the Common Stock on that date (or on the preceding business day if
such date is a Saturday, Sunday, or a holiday), on either an over-the-counter
market or national exchange, as reported thereby, or if not available there, in
the Wall Street Journal or other public news source; provided, further, that if
no such published bid price is available, the Fair Market Value of such shares
shall not be less than the average of the means between the bid and asked prices
quoted on that date by any two independent persons or entities making a market
for the Common Stock, such persons or entities to be selected by the Board. Fair
Market Value shall be determined without regard to any restriction other than a
restriction which, by its terms, will never lapse.

     Key Person: A person (including, without limitation, employees, directors,
officers, consultants or advisors) designated by the Board upon whose judgment,
initiative and efforts the Company or a Related Company may rely.

     Option: The rights granted to a Key Person to purchase Common Stock
pursuant to the terms and conditions of an Option Agreement (see below).


                                       1
<PAGE>



     Option Agreement: The written agreement (and any amendment or supplement
thereto) between the Company and a Key Person designating the terms and
conditions of an Option.

     Option Shares: The shares of Common Stock underlying an Option granted to a
Key Person.

     Optionee: A Key Person who has been granted an Option.

     Recipient: A Key Person who has been granted a Stock Grant.

     Related Company: Any subsidiary or affiliate of the Company. The
determination of whether a corporation is a Related Company shall be made
without regard to whether the entity or the relationship between the entity and
the Company now exists or comes into existence hereafter.

     Stock Grant: The grant of shares of the Company's Common Stock to a Key
Person pursuant to the terms of the Plan.

     Stock Grant Shares: The shares of Common Stock represented by a Stock
Grant.

2.   Purpose and Scope.

     (a) The purpose of the Plan is to advance the interests of the Company and
its stockholders by affording Key Persons, upon whose judgment, initiative and
efforts the Company may rely for the successful conduct of its businesses, an
opportunity for investment in the Company and the incentive advantages inherent
in stock ownership in the Company.

     (b) This Plan authorizes the Board to grant Options and make Stock Grants
to Key Persons selected by the Board while considering criteria such as
employment position or other relationship with the Company, duties and
responsibilities, ability, productivity, length of service or association,
morale, interest in the Company, recommendations by supervisors, and other
matters.

3.   Administration of the Plan.

     The Plan shall be administered by the Board. The Board shall have the
authority granted to it under this section and under each other section of the
Plan.

     In accordance with and subject to the provisions of the Plan, the Board
shall select the Optionees and Recipients, shall determine (i) the number of
shares of Common Stock to be subject to each Option and/or Stock Grant, (ii) the
time at which each Option and/or Stock Grant is to be granted, (iii) whether an
Option shall be granted in exchange for the cancellation and termination of a
previously granted option or options under the Plan or otherwise, (iv) the
purchase price for Option Shares, (v) the option period, (vi) the consideration
(if any) for a Stock Grant, and (vii) the manner in which an Option becomes
exercisable. In addition, the Board

                                       2
<PAGE>
shall fix such other terms of each Option and/or Stock Grant as it may deem
necessary or desirable. The Board shall determine the form of Option Agreement
to evidence each Option.

     The Board from time to time may 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 Board may from time to time make such changes in and additions to the
Plan as it may deem proper and in the best interest of the Company provided,
however, that no such change or addition shall impair any Option or Stock Grant
previously granted under the Plan.

     Each determination, interpretation or other action made or taken by the
Board shall be final, conclusive and binding on all persons, including without
limitation, the Company, the Related Companies, the stockholders, directors,
officers and employees of the Company and the Related Companies, and the
Optionees, the Recipients and their respective successors in interest.

4.   The Common Stock.

     The Board is authorized to appropriate, grant Options and make Stock Grants
with respect to, and otherwise issue and sell for the purposes of the Plan, a
total number not in excess of 250,000 shares of Common Stock, either treasury or
authorized but unissued, or the number and kind of shares of stock or other
securities which in accordance with Section 9 shall be substituted for the
250,000 shares or into which such 250,000 shares shall be adjusted. All or any
unsold shares subject to an Option that for any reason expires or otherwise
terminates may again be made subject to Options and Stock Grants under the Plan.

5.   Eligibility.

     Options and Stock Grants shall be granted only to Key Persons. Key Persons
may hold more than one Option or Stock Grant under the Plan and may hold Options
and Stock Grants under the Plan and options granted pursuant to other plans or
otherwise.

6.   Option Price.

     The Board shall determine the purchase price for the Option Shares in its
discretion.

7.   Duration and Exercise of Options.

     (a) The option period shall commence on the Date of Grant and shall be up
to 10 years in length subject to the limitations in this Section 7 and the
Option Agreement.

     (b) During the lifetime of the Optionee, the Option shall be exercisable
only by the Optionee. Any Option held by an Optionee at the time of his death
may be exercised by his estate only within six months of his death or such
longer period as the Board may determine.


                                       3
<PAGE>



     (c) The Board may determine whether an Option shall be exercisable as
provided in Paragraph (a) of this Section 7 or whether the Option shall be
exercisable in installments only or otherwise subject to vesting; if the Board
determines the latter, it shall determine the number of installments and the
percentage of the Option exercisable at each installment date. All such
installments shall be cumulative.

     (d) In the case of an Optionee who is an employee of the Company or a
Related Company, if, for any reason, other than the Optionee's death, the
Optionee ceases to be employed by either the Company or a Related Company, any
option held by the Optionee at the time his employment ceases may be exercised
within 90 days after the date that his employment ceased, (subject to the
limitations of Paragraph (a) above), but only to the extent that the option was
exercisable according to its terms on the date the Optionee's employment ceased.
After such 90 day period, any unexercised portion of an Option shall expire.

     (e) Notwithstanding the provision of Paragraph (d) of this Section 7, in
the case of an Optionee who is an employee of the Company or a Related Company,
if the Optionee's employment by the Company or a Related Company ceases due to
the Company's or Related Company's termination of such Optionee's employment for
cause, any unexercised portion of any Option held by the Optionee shall
immediately expire. The determination of cause for purposes of this subsection
(e) shall be made by the Board of Directors which decision shall be final and
binding.

     (f) Each Option shall be exercised in whole or in part by delivering to the
office of the Treasurer of the Company written notice of the number of shares
with respect to which the Option is to be exercised and by paying in full the
purchase price for the Option Shares purchased as set forth in Section 8;
provided, that an Option may not be exercised in part unless the purchase price
for the Option Shares Purchased is at least $1,000.00.

8.   Payment for Option Shares.

     If the purchase price of the Option Shares purchased by any Optionee at one
time exceeds $2,000, the Board may permit all or part of the purchase price for
the Option Shares to be paid by delivery to the Company for cancellation shares
of the Company's Common Stock previously owned by the Optionee with a Fair
Market Value as of the date of the payment equal to the portion of the purchase
price for the Option Shares that the Optionee does not pay in cash. In the case
of all other Option exercises, the purchase price shall be paid in cash or
certified funds upon exercise of the Option.

9.   Change in Stock, Adjustments Etc.

     In the event that each of the outstanding shares of Common Stock (other
than shares held by dissenting stockholders that are not changed or exchanged)
should be changed into, or exchanged for, a different number or kind of shares
of stock or other securities of the Company, or, if further changes or exchanges
of any stock or other securities into which the Common Stock shall have been
changed, or for which it shall have been exchanged, shall be made (whether by
reason of merger, consolidation, reorganization, recapitalization, stock
dividends,

                                       4
<PAGE>
reclassification, split-up, combination of shares or otherwise), then there
shall be substituted for each share of Common Stock that is subject to the Plan,
the number and kind of shares of stock or other securities into which each
outstanding share of Common Stock (other than shares held by dissenting
stockholders which are not changed or exchanged) shall be so changed or for
which each outstanding share of Common Stock (other than shares held by
dissenting stockholders) shall be so changed or for which each such share shall
be exchanged. Any securities so substituted shall be subject to similar
successive adjustments. In the event of any such changes or exchanges, the Board
shall determine whether, in order to prevent dilution or enlargement of rights,
an adjustment should be made in the number, kind, or option price of the shares
or other securities then subject to an Option or Stock Grant granted pursuant to
the Plan and the Board shall make any such adjustment, and such adjustments
shall be made and shall be effective and binding for all purposes of the Plan.

10.  Relationship to Employment.

     Nothing contained in the Plan, or in any Option or Stock Grant granted
pursuant to the Plan, shall confer upon any Optionee or Recipient any right with
respect to employment by the Company, or interfere in any way with the right of
the Company to terminate the Optionee's or Recipient's employment or services at
any time.

11.  Nontransferability of Option or Stock Grant.

     No Option or Stock Grant granted under the Plan shall be transferable by
the Optionee or Recipient, either voluntarily or involuntarily, except by will
or the laws of descent and distribution, and any attempt to do so shall be null
and void.

12.  Rights as a Stockholder.

     No person shall have any rights as a stockholder with respect to any share
covered by an Option or Stock Grant until that person shall become the holder of
record of such shares and, except as provided in Section 9, no adjustments shall
be made for dividends or other distributions or other rights as to which there
is an earlier record date.

13.  Securities Laws Requirements.

     No Option Shares or Stock Grants shall be issued unless and until, in the
opinion of the Company, any applicable registration requirements of the
Securities Act of 1933, as amended, any applicable listing requirements of any
securities exchange on which stock of the same class is then listed, and any
other requirements of law or of any regulatory bodies having jurisdiction over
such issuance and delivery, have been fully complied with. Each Option and each
Option and Stock Grant Share certificate may be imprinted with legends
reflecting federal and state securities laws restrictions and conditions, and
the Company shall comply therewith and issue "stop transfer" instructions to its
transfer agent and registrar in good faith without liability.


                                       5
<PAGE>



14.  Disposition of Shares.

     Each Optionee, as a condition of exercise, and each Recipient shall
represent, warrant and agree, in a form of written certificate approved by the
Company, as follows: (a) that all Option and Stock Grant Shares are being
acquired solely for his own account and not on behalf of any other person or
entity; (b) that no Option or Stock Grant Shares will be sold or otherwise
distributed in violation of the Securities Act of 1933, as amended, or any other
applicable federal or state securities laws; (c) that if he is subject to
reporting requirements under Section 16(a) of the Securities Exchange Act of
1934, as amended, he will (i) not sell any shares of Common Stock within six
months of the date he acquired any Option or Stock Grant, (ii) furnish the
Company with a copy of each Form 3, 4 or 5 filed by him, and (iii) timely file
all reports required under the federal securities laws; and (d) that he will
report all sales of Option and/or Stock Grant Shares to the Company in writing
on a form prescribed by the Company.

15.  Effective Date of Plan; Termination Date of Plan.

     The Plan shall be deemed effective as of April 16, 2004. The Plan shall
terminate at midnight on April 15, 2014 except as to Options previously granted
and outstanding under the Plan at that time. No Options or Stock Grants shall be
granted after the date on which the Plan terminates. The Plan may be amended,
extended, abandoned or terminated at any earlier time by the Board, except with
respect to any Options or Stock Grant then outstanding under the Plan.

16.  Other Provisions.

     The following provisions are also in effect under the Plan:

     (a) The use of a masculine gender in the Plan shall also include within its
meaning the feminine, and the singular may include the plural, and the plural
may include the singular, unless the context clearly indicates to the contrary.

     (b) Any expense of administering the Plan shall be borne by the Company.

     (c) This Plan shall be construed to be in addition to any and all other
compensation plans or programs. The adoption of the Plan by the Board shall not
be construed as creating any limitations on the power or authority of the Board
to adopt such other additional incentive or other compensation arrangements as
the Board may deem necessary or desirable.

     (d) The validity, construction, interpretation, administration and effect
of the Plan and of its rules and regulations, and the rights of any and all
personnel having or claiming to have an interest therein or thereunder shall be
governed by and determined exclusively and solely in accordance with the laws of
the State of Colorado.


                                       6
<PAGE>



     IN WITNESS WHEREOF, the Company adopts this Plan on the date first set
forth above.

WYOMING OIL & MINERALS, INC.



By:  /s/ Bill M. Conrad
     -----------------------------
         Bill M. Conrad, President










                                       7
<PAGE>