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                            BASIN EXPLORATION, INC.
                             EQUITY INCENTIVE PLAN
                            (as amended May 5, 1998)

                                   SECTION 1
                                  INTRODUCTION

     1.1  ESTABLISHMENT.  Basin Exploration, Inc., a Delaware corporation 
(hereinafter referred to, together with its Affiliated Corporations (as 
defined in subsection 2.1(a)) as the "Company" except where the context 
otherwise requires), hereby establishes the Basin Exploration, Inc. Equity 
Incentive Plan (the "Plan") for certain key employees, non-employee directors 
and consultants of the Company.

     1.2  PURPOSES.  The purposes of the Plan are to provide participants 
with added incentives to continue in the long-term service of the Company and 
to create in such persons a more direct interest in the future success of the 
operations of the Company by relating incentive compensation to increases in 
stockholder value.  With respect to key management employees, the Plan is 
intended to help ensure that the income of these employees is more closely 
aligned with the income of the Company's stockholders.  The Plan is also 
designed to attract key employees and to retain and motivate participants by 
providing an opportunity for investment in the Company.

                                   SECTION 2
                                  DEFINITIONS

     2.1  DEFINITIONS.  The following terms shall have the meanings set forth
below:

          (a)  "AFFILIATED CORPORATION" means any corporation or other entity 
(including but not limited to a partnership) which is affiliated with Basin 
Exploration, Inc. through stock ownership or otherwise and is treated as a 
common employer under the provisions of Sections 414(b) and (c) of the 
Internal Revenue Code.

          (b)  "AWARD" means a grant made under this Plan in the form of 
Stock, Options, Restricted Stock, Performance Shares, or Performance Units.

          (c)  "BOARD" means the Board of Directors of the Company.

          (d)  "EFFECTIVE DATE" means the effective date of the Plan, March 
9, 1992.

          (e)  "ELIGIBLE EMPLOYEES" means full-time key employees (including, 
without limitation, officers and directors who are also employees) of the 
Company or any Affiliated Corporation or any division thereof, upon whose 
judgment, initiative and efforts the Company is, or will be, important to the 
successful conduct of its business.

          (f)  "EMPLOYEE COMMITTEE" means a committee that may be established 
by the Board and composed of one or more members of the Board of Directors 
who may, but need not be, 


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Non-Employee Directors.  The Employee Committee may be empowered by the Board 
to grant Awards to Eligible Employees who are not directors or "officers" of 
the Company as that term is defined in Rule 16a-1(f), promulgated under the 
Securities Exchange Act of 1934 (the "1934 Act"), and to establish the terms 
of such Awards at the time of grant, but shall have no other authority with 
respect to the Plan or outstanding Awards except as expressly set forth 
herein.

          (g)  "FAIR MARKET VALUE" means the officially quoted closing price 
of the Stock on the NASDAQ National Market System on a particular date.  If 
there are no Stock transactions on such date, the Fair Market Value shall be 
determined as of the immediately preceding date on which there were Stock 
transactions.  If no such prices are reported on the NASDAQ National Market 
System, then Fair Market Value shall mean the average of the high and low 
sale prices for the Stock (or if no sales prices are reported, the average of 
the high and low bid prices) as reported by the principal regional stock 
exchange, or if not so reported, as reported by NASDAQ or a quotation system 
of general circulation to brokers and dealers.  If the Stock is not publicly 
traded, the Fair Market Value of the Stock on any date shall be determined in 
good faith by the Incentive Plan Committee after such consultation with 
outside legal, accounting and other experts as the Incentive Plan Committee 
may deem advisable, and the Committee shall maintain a written record of its 
method of determining such value.

          (h)  "INCENTIVE PLAN COMMITTEE"  means a committee consisting of at 
least two Non-Employee Directors who are empowered hereunder to take actions 
in the administration of the Plan.  The Incentive Plan Committee shall be so 
constituted at all times as to permit the Plan to comply with Rule 16b-3 or 
any successor rule promulgated under the 1934 Act.  Members of the Incentive 
Plan Committee shall be appointed from time to time by the Board, shall serve 
at the pleasure of the Board, and may resign at any time upon written notice 
to the Board.

          (i)  "INCENTIVE STOCK OPTION" means any Option designated as such 
and granted in accordance with the requirements of Section 422 of the 
Internal Revenue Code.

          (j)  "INTERNAL REVENUE CODE" means the Internal Revenue Code of 
1986, as it may be amended from time to time.

          (k)  "NON-EMPLOYEE DIRECTOR" means any member of the Board who 
meets the definition of Non-Employee Director under Rule 16b-3 of the 1934 
Act.

          (l)  "NON-STATUTORY OPTION" means any Option other than an 
Incentive Stock Option.

          (m)  "OPTION" means a right to purchase Stock at a stated price for 
a specified period of time.

          (n)  "OPTION PRICE" means the price at which shares of Stock 
subject to an Option may be purchased, determined in accordance with 
subsection 7.2(b).


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          (o)  "PARTICIPANT" means an Eligible Employee, Non-Employee 
Director or consultant to the Company designated by the Incentive Plan 
Committee from time to time during the term of the Plan to receive one or 
more Awards under the Plan.

          (p)  "PERFORMANCE CYCLE" means the period of time as specified by 
the Incentive Plan Committee over which Performance Share or Performance 
Units are to be earned.

          (q)  "PERFORMANCE SHARES" means an Award made pursuant to Section 9 
which entitles a Participant to receive Shares, their cash equivalent or a 
combination thereof based on the achievement of performance targets during a 
Performance Cycle.

          (r)  "PERFORMANCE UNITS" means an Award made pursuant to Section 9 
which entitles a Participant to receive cash, Stock or a combination thereof 
based on the achievement of performance targets during a Performance Cycle.

          (s)  "PLAN YEAR" means each 12-month period beginning April 1 and 
ending the following March 31, except that for the first year of the Plan it 
shall begin on the Effective Date and extend to March 31 of the following 
year.

          (t)  "RESTRICTED STOCK" Means Stock granted under Section 8 that is 
subject to restrictions imposed pursuant to said Section.

          (u)  "SHARE" means a share of Stock.

          (v)  "STOCK" means the common stock, $.01 par value, of the Company.

     2.2  GENDER AND NUMBER.  Except when otherwise indicated by the context, 
the masculine gender shall also include the feminine gender, and the 
definition of any term herein in the singular shall also include the plural.

                                   SECTION 3
                                 PLAN ADMINISTRATION

     The Plan shall be administered by the Board which may from time to time 
delegate all or part of its authority under this Plan to the Incentive Plan 
Committee and delegate part of its authority under this Plan with respect to 
Employees who are not directors or "officers" of the Company (as that term is 
defined in Rule 16a-1(f), promulgated under the 1934 Act) to the Employee 
Committee.  References herein to the Plan Administrator refer to the Board 
or, to the extent the Board delegates its authority to the Incentive Plan 
Committee, to the Incentive Plan Committee.  In accordance with the 
provisions of the Plan, each of the Plan Administrator and the Employee 
Committee, as applicable, shall, in its sole discretion and except as 
specifically set forth at Section 7.1(b), select Participants to whom Awards 
will be granted, the form of each Award, the amount of each Award 


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and any other terms and conditions of each Award as the Plan Administrator or 
the Employee Committee, as applicable, may deem necessary or desirable and 
consistent with the terms of the Plan.  The Plan Administrator or the 
Employee Committee, as applicable, shall determine the form or forms of the 
agreements with Participants which shall evidence the particular provisions, 
terms, conditions, rights and duties of the Company and the Participants with 
respect to Awards granted pursuant to the Plan, which provisions need not be 
identical except as may be provided herein.  The Plan Administrator may from 
time to time adopt such rules and regulations for carrying out the purposes 
of the Plan as it may deem proper and in the best interests of the Company.  
The Plan Administrator may correct any defect, supply any omission or 
reconcile any inconsistency in the Plan or in any agreement entered into 
hereunder in the manner and to the extent it shall deem expedient and it 
shall be the sole and final judge of such expediency.  No member of the Plan 
Administrator or the Employee Committee shall be liable for any action or 
determination made in good faith, and all members of the Plan Administrator 
and the Employee Committee shall, in addition to their rights as directors, 
be fully protected by the Company with respect to any such action, 
determination or interpretation.  The determination, interpretations and 
other actions of the Plan Administrator and the Employee Committee pursuant 
to the provisions of the Plan shall be binding and conclusive for all 
purposes and on all persons.

                                   SECTION 4
                           STOCK SUBJECT TO THE PLAN

     4.1  NUMBER OF SHARES.  Initially, 2,075,334 Shares are authorized for 
issuance under the Plan in accordance with the provisions of the Plan and 
subject to such restrictions or other provisions as the Plan Administrator 
may from time to time deem necessary.  This authorization shall be increased 
automatically on each succeeding annual anniversary of May 5, 1998 (the 
"Adjustment Date") by an amount equal to that number of Shares equal to 
one-half of one percent of the Company's then issued and outstanding Shares.  
The Shares may be divided among the various Plan components as the Plan 
Administrator shall determine, except that (i) no more than 1,750,000 Shares 
shall be cumulatively available for the grant of Incentive Stock Options 
under the Plan, (ii) no more than 25,000 Shares or the equivalent thereof 
shall be cumulatively available for discretionary grants to Non-Employee 
Directors of Non-Statutory Options under Section 7.1(a), Restricted Stock 
under Section 8, and Performance Shares or Performance Units under Section 9, 
and (iii) no more than 175,000 Shares shall be cumulatively available for 
non-discretionary grants to Non-Employee Directors of Non-Statutory Options 
under Section 7.1(b).  Any portion of the Shares added on each succeeding 
anniversary of the Adjustment Date which are unused during the Plan Year 
beginning on such anniversary date shall be carried forward and be available 
for grant and issuance in subsequent Plan Years, while up to 100% of the 
Shares to be added in the next succeeding Plan Year (calculated on the basis 
of the current Plan Year's allocation) may be borrowed for use in the current 
Plan Year.  Shares which may be issued upon the exercise of Options shall be 
applied to reduce the maximum number of Shares remaining available for use 
under the Plan.  The Company shall at all times during the term of the Plan 
and while any Options are outstanding retain as authorized and unissued 
Stock, or as treasury Stock, at least the number of Shares from time to time 
required under 


                                      -4-
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the provisions of the Plan, or otherwise assure itself of its ability to 
perform its obligations hereunder.

     4.2  UNUSED AND FORFEITED STOCK.  Any Shares that are subject to an 
Award under this Plan which are not used because the terms and conditions of 
the Award are not met, including any Shares that are subject to an Option 
which expires or is terminated for any reason, any Shares which are used for 
full or partial payment of the purchase price of Shares with respect to which 
an Option is exercised and any Shares retained by the Company pursuant to 
Section 15.2 shall automatically become available for use under the Plan.  
Notwithstanding the foregoing, any Shares used for full or partial payment of 
the purchase price of the Shares with respect to which an Option is exercised 
and any Shares retained by the Company pursuant to Section 15.2 that were 
originally Incentive Stock Option Shares must still be considered as having 
been granted for purposes of determining whether the 1,750,000 Share 
limitation on Incentive Stock Option grants provided for in Section 4.1 has 
been reached.

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

     4.4  DIVIDEND PAYABLE IN STOCK OF ANOTHER CORPORATION, ETC.  If the 
Company shall at any time pay or make any dividend or other distribution upon 
the Stock payable in securities of another corporation or other property 
(except money or Stock), a proportionate part of such securities or other 
property shall be set aside and delivered to any Participant then holding an 
Award for the particular type of Stock for which the dividend or other 
distribution was made, upon exercise thereof in the case of Options, and the 
vesting thereof in the case of other Awards.  Prior to the time that any such 
securities or other property are delivered to a Participant in accordance 
with the foregoing, the Company shall be the owner of such securities or 
other property and shall have the right to vote the securities, receive any 
dividends payable on such securities, and in all other respects shall be 
treated as the owner.  If securities or other property which have been set 
aside by the Company in accordance with this Section are not delivered to a 
Participant because an Award is not exercised or otherwise vested, then such 
securities or other property shall remain the property of the Company and 
shall be dealt with by the Company as it shall determine in its sole 
discretion.

     4.5  OTHER CHANGES IN STOCK.  In the event there shall be any change, 
other than as specified in Sections 4.3 and 4.4, in the number or kind of 
outstanding shares of Stock or of any stock or other securities into which 
the Stock shall be changed or for which it shall have been 


                                      -5-
<PAGE>

exchanged, and if the Plan Administrator shall in its discretion determine 
that such change equitably requires an adjustment in the number or kind of 
Shares subject to outstanding Awards or which have been reserved for issuance 
pursuant to the Plan but are not then subject to an Award, then such 
adjustments shall be made by the Plan Administrator and shall be effective 
for all purposes of the Plan and on each outstanding Award that involves the 
particular type of stock for which a change was effected.

     4.6  RIGHTS TO SUBSCRIBE.  If the Company shall at any time grant to the 
holders of its Stock rights to subscribe pro rata for additional shares 
thereof or for any other securities of the Company or of any other 
corporation, there shall be reserved with respect to the Shares then subject 
to an Award held by any Participant of the particular class of Stock 
involved, the Stock or other securities which the Participant would have been 
entitled to subscribe for if immediately prior to such grant the Participant 
had exercised his entire Option, or otherwise vested in his entire Award.  
If, upon exercise of any such Option or the vesting of any other Award, the 
Participant subscribes for the additional Stock or other securities, the 
Participant shall pay to the Company the price that is payable by the 
Participant for such Stock or other securities.

     4.7  GENERAL ADJUSTMENT RULES.  If any adjustment or substitution 
provided for in this Section 4 shall result in the creation of a fractional 
Share under any Award, the Company shall, in lieu of selling or otherwise 
issuing such fractional Share, pay to the Participant a cash sum in an amount 
equal to the product of such fraction multiplied by the Fair Market Value of 
a Share on the date the fractional Share would otherwise have been issued.  
In the case of any such substitution or adjustment affecting an Option, the 
total Option Price for the shares of Stock then subject to an Option shall 
remain unchanged but the Option Price per share under each such Option shall 
be equitably adjusted by the Plan Administrator to reflect the greater or 
lesser number of shares of Stock or other securities into which the Stock 
subject to the Option may have been changed.

     4.8  DETERMINATION BY PLAN ADMINISTRATOR, ETC.  Adjustments under this 
Section 4 shall be made by the Plan Administrator, whose determinations with 
regard thereto shall be final and binding upon all parties thereto.

                                   SECTION 5
                         REORGANIZATION OR LIQUIDATION

     In the event that the Company is merged or consolidated with another 
corporation (other than a merger or consolidation in which the Company is the 
continuing corporation and which does not result in any reclassification or 
change of outstanding Shares), or if all or substantially all of the assets 
or more than 50% of the outstanding voting stock of the Company is acquired 
by any other corporation, business entity or person (other than a sale or 
conveyance in which the Company continues as a holding company of an entity 
or entities that conduct the business or businesses formerly conducted by the 
Company), or in case of a reorganization (other than a reorganization under 
the United States Bankruptcy Code) or liquidation of the Company, and if the 
provisions of 


                                      -6-
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Section 10 do not apply, the Plan Administrator, or the board of directors of 
any corporation assuming the obligations of the Company, shall have the power 
and discretion to prescribe the terms and conditions for the exercise of, or 
modification of, any outstanding Awards granted hereunder.  By way of 
illustration, and not by way of limitation, the Plan Administrator may 
provide for the complete or partial acceleration of the dates of exercise of 
the Options, or may provide that such Options will be exchanged or converted 
into options to acquire securities of the surviving or acquiring corporation, 
or may provide for a payment or distribution in respect of outstanding 
Options (or the portion thereof that is currently exercisable) in 
cancellation thereof.  The Plan Administrator may remove restrictions on 
Restricted Stock and may modify the performance requirements for any other 
Awards.  The Plan Administrator may provide that Stock or other Awards 
granted hereunder must be exercised in connection with the closing of such 
transaction, and that if not so exercised such Awards will expire.  Any such 
determinations by the Plan Administrator may be made generally with respect 
to all Participants, or may be made on a case-by-case basis with respect to 
particular Participants.  The provisions of this Section 5 shall not apply to 
any transaction undertaken for the purpose of reincorporating the Company 
under the laws of another jurisdiction, if such transaction does not 
materially affect the beneficial ownership of the Company's capital stock.

                                   SECTION 6
                                 PARTICIPATION

     Participants in the Plan shall be those Eligible Employees, Non-Employee 
Directors or consultants who, in the judgment of the Plan Administrator, are 
performing, or during the term of their incentive arrangement will perform, 
important services in the management, operation and development of the 
Company, and significantly contribute, or are expected to significantly 
contribute, to the achievement of long-term corporate economic objectives, or 
who are otherwise granted Awards pursuant to the automatic grant provisions 
of Section 7.1(b). Participants may be granted from time to time one or more 
Awards; provided, however, that except as to Options granted pursuant to 
Section 7.1(b), the grant of each such Award shall be separately approved by 
the Plan Administrator, receipt of one such Award shall not result in 
automatic receipt of any other Award, and written notice shall  be given to 
such person, specifying the terms, conditions, rights and duties related 
thereto; and further provided that Incentive Stock Options shall not be 
granted to (i) consultants, (ii) Non-Employee Directors or (iii) Eligible 
Employees of any partnership which is included within the definition of an 
Affiliated Corporation but whose employees are not permitted to receive 
Incentive Stock Options under the Internal Revenue Code.  Each Participant 
shall enter into an agreement with the Company, in such form as the Plan 
Administrator shall determine and which is consistent with the provisions of 
the Plan, specifying such terms, conditions, rights and duties.  Awards shall 
be deemed to be granted as of the date specified in the grant resolution of 
the Plan Administrator, which date shall be the date of any related agreement 
with the Participant.  In the event of any inconsistency between the 
provisions of the Plan and any such agreement entered into hereunder, the 
provisions of the Plan shall govern.


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                                   SECTION 7
                                 STOCK OPTIONS

     7.1  (a)  DISCRETIONARY GRANT OF OPTIONS.  Coincident with the following 
designation for participation in the Plan, and notwithstanding the receipt of 
an Award or Awards pursuant to Section 7.1(b), a Participant may be granted 
one or more Options.   Notwithstanding any other provision of the Plan, 
Non-Employee Directors granted an award under this Section 7.1(a) may only be 
awarded Non-Statutory Options.  The Board must approve each such Award and 
the interested Non-Employee Director must abstain from voting on the Award. 
Eligible Employees may be awarded Non-Statutory Options, Incentive Stock 
Options, or both in the Plan Administrator's sole discretion.  The Plan 
Administrator may grant both an Incentive Stock Option and a Non-Statutory 
Option to the same Participant at the same time or at different times. 
Incentive Stock Options and Non-Statutory Options, whether granted at the 
same or different times, shall be deemed to have been awarded in separate 
grants, shall be clearly identified, and in no event shall the exercise of 
one Option affect the right to exercise any other Option or affect the number 
of Shares for which any other Option may be exercised.

          (b)  NON-DISCRETIONARY GRANT OF OPTIONS.  Upon the initial election 
or appointment of a Non-Employee Director to the Company's Board, the 
Non-Employee Director shall automatically be granted an Option to purchase 
10,000 Shares (subject to adjustment pursuant to Section 10 hereof) effective 
as of the date such person is elected or appointed to the Board, which shall 
vest in equal installments on the first, second and third anniversaries of 
election or appointment to the Board.  In addition, each Non-Employee 
Director shall automatically be granted an Option to purchase 3,000 Shares 
(subject to adjustment pursuant to Section 4.3 hereof) effective as of each 
anniversary date of such Non-Employee Directors' election to the Board, which 
Option shall vest one year from the date of grant.  The purchase price per 
Share for the Shares subject to any Option granted under this Section 7.1(b) 
shall be 100% of the Fair Market Value of a Share of Stock on the date on 
which the Option is granted.  Subject to the provisions of Section 7.2(d)(i), 
each Option granted under this Section 7.1(b) shall expire ten years after 
the date on which it was granted.

     7.2  OPTION AGREEMENTS.  Each Option granted under the Plan shall be 
evidenced by a written stock option agreement which shall be entered into by 
the Company and the Participant to whom the Option is granted (the "Option 
Holder"), and which shall contain the following terms and conditions, as well 
as such other terms and conditions not inconsistent therewith, as the Plan 
Administrator may consider appropriate in each case.

          (a)  NUMBER OF SHARES.  Each stock option agreement shall state 
that it covers a specified number of Shares, as determined by the Plan 
Administrator. Notwithstanding any other provision of the Plan, the aggregate 
Fair Market Value of the Shares with respect to which Incentive Stock Options 
are exercisable for the first time by an Option Holder in any calendar year, 
under the Plan or otherwise, shall not exceed $100,000.  For this purpose, 
the Fair Market Value of the Shares shall be determined as of the time an 
Option is granted.


                                      -8-
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          (b)  PRICE.  The price at which each Share covered by an Option may 
be purchased shall be determined in each case by the Plan Administrator and 
set forth in the stock option agreement, but in no event shall the Option 
Price for each Share covered by an Incentive Stock Option be less than the 
Fair Market Value of the Stock on the date the Option is granted; provided 
that the Option Price for each Share covered by a Non-Statutory Option may be 
granted at any price less than Fair Market Value, in the sole discretion of 
the Plan Administrator.  In addition, the Option Price for each Share covered 
by an Incentive Stock Option granted to an Eligible Employee who then owns 
stock possessing more than 10% of the total combined voting power of all 
classes of stock of the Company or any parent or subsidiary corporation of 
the Company must be at least 110% of the Fair Market Value of the Stock 
subject to the Incentive Stock Option on the date the Option is granted.

          (c)  DURATION OF OPTIONS.  Each stock option agreement shall state 
the period of time, determined by the Plan Administrator, within which the 
Option may be exercised by the Option Holder (the "Option Period").  The 
Option Period must expire, in all cases, not more than ten years from the 
date an Option is granted; provided, however, that the Option Period of an 
Incentive Stock Option granted to an Eligible Employee who then owns stock 
possessing more than 10% of the total combined voting power of all classes of 
stock of the Company or any parent or subsidiary corporation of the Company 
must expire not more than five years from the date such an Option is granted. 
 Each stock option agreement shall also state the periods of time, if any, as 
determined by the Plan Administrator, when incremental portions of each 
Option shall vest.  Except as provided in Sections 5 and 10, no portion of 
any Option shall vest before six months after the date of grant of the 
Option.  If any Option is not exercised during its Option Period, it shall be 
deemed to have been forfeited and of no further force or effect.

          (d)  TERMINATION OF EMPLOYMENT, DEATH, DISABILITY, ETC.  Except as 
otherwise determined by the Plan Administrator, each stock option agreement 
shall provide as follows with respect to the exercise of the Option upon 
termination of the directorship, employment, consultancy or the death of the 
Option Holder:

               (i)  TERMINATION OF DIRECTORSHIP OF NON-EMPLOYEE DIRECTORS.

                    (A)  If a Non-Employee Director's term as a director of 
the Company shall terminate for any reason other than death or disability, 
any Options held by the Option Holder, to the extent exercisable under the 
applicable stock option agreement(s), shall remain exercisable after 
termination of his director status for a period of three months, but in no 
event beyond the applicable Option Period.

                    (B)  If a Non-Employee Director's term as a director of 
the Company terminates because the Participant dies or is disabled within the 
meaning of Section 22(e)(3) of the Code while, or within three months after, 
serving as a director, any Options then held by the Participant, to the 
extent then exercisable under the applicable stock option 


                                      -9-
<PAGE>

agreement(s), shall remain exercisable after the termination of his 
directorship for a period of twelve months, but in no event beyond the 
applicable Option Period.

               (ii) TERMINATION OF EMPLOYMENT OR CONSULTANCY.

                    (A)  If the employment or consultancy of the Option 
Holder is terminated within the Option Period for cause, as determined by the 
Company, the Option shall thereafter be void for all purposes.  As used in 
this subsection 7.2(d), "cause" shall mean a gross violation, as determined 
by the Company, of the Company's established policies and procedures.  The 
effect of this subsection 7.2(d)(ii) shall be limited to determining the 
consequences of a termination, and nothing in this subsection 7.2(d)(ii) 
shall restrict or otherwise interfere with the Company's discretion with 
respect to the termination of any employee or consultant.

                    (B)  If the Option Holder terminates his employment or 
consultancy with the Company in a manner determined by the Board, in its sole 
discretion, to constitute retirement (which determination shall be 
communicated to the Option Holder within 10 days of such termination), the 
Option may be exercised by the Option Holder, or in the case of death by the 
persons specified in subsection (C) of this subsection 7.2(d)(ii), within 
three months following his or her retirement if the Option is an Incentive 
Stock Option or within twelve months following his or her retirement if the 
Option is a Non-Statutory Stock Option (provided in each case that such 
exercise must occur within the Option Period), but not thereafter.  In any 
such case, the Option may be exercised only as to the Shares as to which the 
Option had become exercisable on or before the date of the Option Holder's 
termination of employment or consultancy.

                    (C)  If the Option Holder dies, or if the Option Holder 
becomes disabled (within the meaning of Section 22(e) of the Internal Revenue 
Code), during the Option Period while still employed or consulting, or within 
the three-month period referred to in (D) below, or within the three or 
twelve-month period referred to in (B) above, the Option may be exercised by 
those entitled to do so under the Option Holder's will or by the laws of 
descent and distribution within twelve months following the Option Holder's 
death or disability (provided in each case that such exercise must occur 
within the Option Period), but not thereafter.  In any such case, the Option 
may be exercised only as to the Shares as to which the Option had become 
exercisable on or before the date of the Option Holder's death or disability.

                    (D)  If the employment or consultancy of the Option 
Holder by the Company is terminated (which for this purpose means that the 
Option Holder is no longer employed by the Company or by an Affiliated 
Corporation) within the Option Period for any reason other than cause, 
retirement as provided in (B) above, disability or the Option Holder's death, 
the Option may be exercised by the Option Holder within three months 
following the date of such termination (provided that such exercise must 
occur within the Option Period), but not thereafter.  In any such case, the 
Option may be exercised only as to the Shares as to which the Option had 
become exercisable on or before the date of termination of employment or 
consultancy.


                                      -10-
<PAGE>

          (e)  TRANSFERABILITY.  Each stock option agreement shall provide 
that the Option granted therein is not transferable by the Option Holder 
except by will or pursuant to the laws of descent and distribution or 
pursuant to a qualified domestic relations order as defined by the Internal 
Revenue Code, Title I of the Employee Retirement Income Security Act 
("ERISA"), and that such Option is exercisable during the Option Holder's 
lifetime only by him  or her, or in the event of disability or incapacity, by 
his or her guardian or legal representative.

          (f)  EXERCISE, PAYMENTS, ETC.

               (i)  Each stock option agreement shall provide that the method 
for exercising the Option granted therein shall be by delivery to the 
Corporate Secretary of the Company of written notice specifying the number of 
Shares with respect to which such Option is exercised (which must be in an 
amount evenly divisible by 100) and payment of the Option Price.  Such notice 
shall be in a form satisfactory to the Plan Administrator and shall specify 
the particular Option (or portion thereof) which is being exercised and the 
number of Shares with respect to which the Option is being exercised.  The 
exercise of the Option shall be deemed effective upon receipt of such notice 
by the Corporate Secretary and payment to the Company.  The purchase of such 
Stock shall take place at the principal offices of the Company upon delivery 
of such notice, at which time the purchase price of the Stock shall be paid 
in full by any of the methods or any combination of the methods set forth in 
(ii) below.  A properly executed certificate or certificates representing the 
Stock shall be issued by the Company and delivered to the Option Holder.  If 
certificates representing Stock are used to pay all or part of the Option 
Price, separate certificates for the same number of shares of Stock shall be 
issued by the Company and delivered to the Option Holder representing each 
certificate used to pay the Option Price, and an additional certificate shall 
be issued by the Company and delivered to the Option Holder representing the 
additional shares, in excess of the Option Price, to which the Option Holder 
is entitled as a result of the exercise of the Option.

               (ii) The exercise price shall be paid by any of the following 
methods or any combination of the following methods:

                    (A)  in cash;

                    (B)  by cashier's check payable to the order of the Company;

                    (C)  by delivery to the Company of certificates 
representing the number of Shares then owned by the Option Holder, the Fair 
Market Value of which equals the purchase price of the Stock purchased 
pursuant to the Option, properly endorsed for transfer to the Company; 
provided however, that Shares used for this purpose must have been held by 
the Option Holder for such minimum period of time as may be established from 
time to time by the Plan Administrator; for purposes of this Plan, the Fair 
Market Value of any Shares delivered in payment of the purchase price upon 
exercise of the Option shall be the Fair Market Value as of the exercise 
date; the exercise date shall be the day the delivery of the certificates for 
the Stock used as payment of the Option Price; or


                                      -11-
<PAGE>

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

               (iii) In the discretion of the Plan Administrator, the Company 
may guaranty a third-party loan obtained by a Participant to pay part or all 
of the Option Price of the Shares provided that such loan or the Company's 
guaranty is secured by the Shares.

          (g)  DATE OF GRANT.  Except as provided in Section 7.1(b), an 
option shall be considered as having been granted on the date specified in 
the grant resolution of the Plan Administrator.

          (h)  WITHHOLDING.

                    (A)  NON-STATUTORY OPTIONS.  Each stock option agreement 
covering Non-Statutory Options shall provide that, upon exercise of the 
Option, the Option Holder shall make appropriate arrangements with the 
Company to provide for the amount of additional withholding required by 
applicable federal and state income tax laws, including payment of such taxes 
through delivery of Stock or by withholding Stock to be issued under the 
Option, as provided in Section 15.

                    (B)  INCENTIVE OPTIONS.  In the event that a Participant 
makes a disposition (as defined in Section 424(c) of the Internal Revenue 
Code) of any Stock acquired pursuant to the exercise of an Incentive Stock 
Option prior to the expiration of two years from the date on which the 
Incentive Stock Option was granted or prior to the expiration of one year 
from the date on which the Option was exercised, the Participant shall send 
written notice to the Company at its principal office in Denver, Colorado 
(Attention:  Corporate Secretary) of the date of such disposition, the number 
of shares disposed of, the amount of proceeds received from such disposition, 
and any other information relating to such disposition as the Company may 
reasonably request.  The Participant shall, in the event of such a 
disposition, make appropriate arrangements with the Company to provide for 
the amount of additional withholding, if any, required by applicable federal 
and state income tax laws.

          (i)  ADJUSTMENT OF OPTIONS.  Subject to the limitations contained 
in Sections 7 and 14, the Plan Administrator may make any adjustment in the 
Option Price, the number of shares subject to, or the terms of, an 
outstanding Option and a subsequent granting of an Option by amendment or by 
substitution of an outstanding Option.  Such amendment, substitution, or 
re-grant may result in terms and conditions (including Option Price, number 
of shares covered, vesting schedule or exercise period) that differ from the 
terms and conditions of the original Option.  The Plan Administrator may not, 
however, adversely affect the rights of any Participant to previously granted 
Options without the consent of such Participant.  If such action is affected 
by amendment, the effective date of such amendment shall be the date of the 
original grant.


                                      -12-
<PAGE>

     7.3  STOCKHOLDER PRIVILEGES.  No Option Holder shall have any rights as 
a stockholder with respect to any Shares covered by an Option until the 
Option Holder becomes the holder of record of such Stock, and no adjustments 
shall be made for dividends or other distributions or other rights as to 
which there is a record date preceding the date such Option Holder becomes 
the holder of record of such Stock, except as provided in Section 4.

                                   SECTION 8
                            RESTRICTED STOCK AWARDS

     8.1  AWARDS GRANTED BY PLAN ADMINISTRATOR.  Coincident with or following 
designation for participation in the Plan, a Participant may be granted one 
or more Restricted Stock Awards consisting of Shares.  The number of Shares 
granted as a Restricted Stock Award shall be determined by the Plan 
Administrator.

     8.2  RESTRICTIONS.  A Participant's right to retain a Restricted Stock 
Award granted to him under Section 8.1 shall be subject to such restrictions, 
including but not limited to his continuous employment by the Company for a 
restriction period specified by the Plan Administrator, or the attainment of 
specified performance goals and objectives, as may be established by the Plan 
Administrator with respect to such award.  The Plan Administrator may in its 
sole discretion require different periods of employment or different 
performance goals and objectives with respect to different Participants, to 
different Restricted Stock Awards or to separate, designated portions of the 
Shares constituting a Restricted Stock Award.

     8.3  PRIVILEGES OF A STOCKHOLDER, TRANSFERABILITY.  A Participant shall 
have all voting, dividend, liquidation and other rights with respect to Stock 
in accordance with its terms received by him as a Restricted Stock Award 
under this Section 8 upon his becoming the holder of record of such Stock; 
provided, however, that the Participant's right to sell, encumber or 
otherwise transfer such Stock shall be subject to the limitations of Section 
11.2 hereof.

     8.4  ENFORCEMENT OF RESTRICTIONS.  The Plan Administrator may in its 
sole discretion require one or more of the following methods of enforcing the 
restrictions referred to in Section 8.2 and 8.3:

          (a)  Placing a legend on the stock certificates referring to the 
restrictions;

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

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


                                      -13-
<PAGE>

     8.5  TERMINATION OF EMPLOYMENT, DEATH, DISABILITY, ETC.  In the event of 
the death or disability (within the meaning of Section 22(e) of the Internal 
Revenue Code) of a Participant, or the retirement of a Participant as 
provided in Section 7.2(d)(ii)(B), all employment period and other 
restrictions applicable to Restricted Stock Awards then held by him shall 
lapse, and such awards shall become fully nonforfeitable.  Subject to 
Sections 5 and 10, in the event of a Participant's termination of services 
for any other reason, any Restricted Stock Awards as to which the employment 
period or other restrictions have not been satisfied shall be forfeited.

                                   SECTION 9
                    PERFORMANCE SHARES AND PERFORMANCE UNITS

     9.1  AWARDS GRANTED BY PLAN ADMINISTRATOR.  Coincident with or following 
designation for participation in the Plan, a Participant may be granted 
Performance Shares or Performance Units.

     9.2  AMOUNT OF AWARD.  The Plan Administrator shall establish a maximum 
amount of a Participant's Award, which amount shall be denominated in Shares 
in the case of Performance Shares or in dollars in the case of Performance 
Units.

     9.3  COMMUNICATION OF AWARD.  Written notice of the maximum amount of a 
Participant's Award and the Performance Cycle determined by the Plan 
Administrator shall be given to a Participant as soon as practicable after 
approval of the Award by the Plan Administrator.

     9.4  AMOUNT OF AWARD PAYABLE.  The Plan Administrator shall establish 
maximum and minimum performance targets to be achieved during the applicable 
Performance Cycle.  Performance targets established by the Plan Administrator 
shall relate to corporate, group, unit or individual performance and may be 
established in terms of earnings, growth in earnings, ratios of earnings to 
equity or assets, or such other measures or standards determined by the Plan 
Administrator.  Multiple performance targets may be used and the components 
of multiple performance targets may be given the same or different weighting 
in determining the amount of an Award earned, and may relate to absolute 
performance or relative performance measured against other groups, units, 
individuals or entities.  Achievement of the maximum performance target shall 
entitle the Participant to payment (subject to Section 9.6) at the full or 
maximum amount specified with respect to the Award; provided, however, that 
notwithstanding any other provisions of this Plan, in the case of an Award of 
Performance Shares the Plan Administrator in its discretion may establish an 
upper limit on the amount payable (whether in cash or Stock) as a result of 
the achievement of the maximum performance target.  The Plan Administrator 
may also establish that a portion of a full or maximum amount of a 
Participant's Award will be paid (subject to Section 9.6) for performance 
which exceeds the minimum performance target but falls below the maximum 
performance target applicable to such Award.

     9.5  ADJUSTMENTS.  At any time prior to payment of a Performance Share 
or Performance Unit Award, the Plan Administrator may adjust previously 
established performance targets or other 


                                      -14-
<PAGE>

terms and conditions to reflect events such as changes in laws, regulations, 
or accounting practice, or mergers, acquisitions or divestitures.

     9.6  PAYMENTS OF AWARDS.  Following the conclusion of each Performance 
Cycle, the Plan Administrator shall determine the extent to which performance 
targets have been attained, and the satisfaction of any other terms and 
conditions with respect to an Award relating to such Performance Cycle.  The 
Plan Administrator shall determine what, if any, payment is due with respect 
to an Award and whether such payment shall be made in cash, Stock or some 
combination thereof.  Payment shall be made in a lump sum or installments, as 
determined by the Plan Administrator, commencing as promptly as practicable 
following the end of the applicable Performance Cycle, subject to such terms 
and conditions and in such form as may be prescribed by the Plan 
Administrator.

     9.7  TERMINATION OF EMPLOYMENT, DIRECTORSHIP OR CONSULTANCY.  If a 
Participant ceases to be an Eligible Employee, Non-Employee Director, or 
consultant before the end of a Performance Cycle by reason of his death, 
permanent disability or retirement as provided in Section 7.2(d)(ii)(B), the 
Performance Cycle for such Participant for the purpose of determining the 
amount of the Award payable shall end at the end of the calendar quarter 
immediately preceding the date on which such Participant ceased to be an 
Eligible Employee, Non-Employee Director or consultant.  The amount of an 
Award payable to a Participant to whom the preceding sentence is applicable 
shall be paid at the end of the Performance Cycle and shall be that fraction 
of the Award computed pursuant to the preceding sentence the numerator of 
which is the number of calendar quarters during the Performance Cycle during 
all of which said Participant was an Eligible Employee, Non-Employee Director 
or consultant and the denominator of which is the number of full calendar 
quarters in the Performance Cycle.  Upon any other termination of services of 
a Participant during a Performance Cycle, participation in the Plan shall 
cease and all outstanding Awards of Performance Shares or Performance Units 
to such Participant shall be canceled.

                                   SECTION 10
                               CHANGE IN CONTROL

     10.1 OPTIONS, RESTRICTED STOCK.  In the event of a change in control of 
the Company as defined in Section 10.3, then the Plan Administrator may, in 
its sole discretion, without obtaining stockholder approval, to the extent 
permitted in Section 14, take any or all of the following actions:  (a) 
accelerate the exercise dates of any outstanding Options or make all such 
Options fully vested and exercisable; (b) grant a cash bonus award to any 
Option Holder in an amount necessary to pay the Option Price of all or any 
portion of the Options then held by such Option Holder; (c) pay cash to any 
or all Option Holders in exchange for the cancellation of their outstanding 
Options in an amount equal to the different between the Option Price of such 
Options and the greater of the tender offer price for the underlying Stock or 
the Fair Market Value of the Stock on the date of the cancellation of the 
Options; (d) make any other adjustments or amendments to the outstanding 


                                      -15-
<PAGE>

Options and (e) eliminate all restrictions with respect to Restricted Stock 
and deliver Shares free of restrictive legends to any Participant.

     10.2 PERFORMANCE SHARES AND PERFORMANCE UNITS.  Under the circumstances 
described in Section 10.1, the Plan Administrator may, in its sole 
discretion, and without obtaining stockholder approval, to the extent 
permitted in Section 14, provide for payment of outstanding Performance 
Shares and Performance Units at the maximum award level or any percentage 
thereof.

     10.3 DEFINITION.  For purposes of the Plan, a "change in control" shall 
be deemed to have occurred if (a) any "person" or "group" (within the meaning 
of Sections 13(d) and 14(d)(2) of the 1934 Act), other than a trustee or 
other fiduciary holding securities under an employee benefit plan of the 
Company or Mr. Michael Smith is or becomes the "beneficial owner" (as defined 
in Rule 13d-3 under the 1934 Act), directly or indirectly, of more than 
33-1/3 percent of the then outstanding voting stock of the Company; or (b) at 
any time during any period of three consecutive years (not including any 
period prior to the Effective Date), individuals who at the beginning of such 
period constitute the Board (and any new director whose election by the Board 
or whose nomination for election by the Company's stockholders was approved 
by a vote of at least two-thirds of the directors then still in office who 
either were directors at the beginning of such period or whose election or 
nomination for election was previously so approved) cease for any reason to 
constitute a majority thereof; or (c) the stockholders of the Company approve 
a merger or consolidation of the Company with any other corporation, other 
than a merger or consolidation which would result in the voting securities of 
the Company outstanding immediately prior thereto continuing to represent 
(either by remaining outstanding or by being converted into voting securities 
of the surviving entity) at least 80% of the combined voting power of the 
voting securities of the Company or such surviving entity outstanding 
immediately after such merger or consolidation, or the stockholders approve a 
plan of complete liquidation of the Company or an agreement for the sale or 
disposition by the Company of all or substantially all of the Company's 
assets.

                                   SECTION 11
                       RIGHTS OF EMPLOYEES; PARTICIPANTS

     11.1 EMPLOYMENT; TENURE.  Nothing contained in the Plan or in any Award 
granted under the Plan shall confer upon any Participant any right with 
respect to the continuation of his or her employment or consultancy by the 
Company or tenure as a Non-Employee Director of the Company, or interfere in 
any way with the right of the Company, subject to the terms of any separate 
agreement to the contrary, at any time to terminate such employment or 
consultancy or to increase or decrease the compensation of the Participant 
from the rate in existence at the time of the grant of an Award.  Whether an 
authorized leave of absence, or absence in military or government service, 
shall constitute a termination of services shall be determined by the Plan 
Administrator at the time.  Nothing in this Plan shall interfere in any way 
with the right of the stockholders of the Company to remove a Participant 
Non-Employee Director from the Board pursuant to the Delaware General 
Corporation Law and the Company's Certificate of Incorporation and Bylaws.


                                      -16-
<PAGE>

     11.2 NONTRANSFERABILITY.  No right or interest of any Participant in an 
Award granted pursuant to the Plan shall be assignable or transferable during 
the lifetime of the Participant except pursuant to a qualified domestic 
relations order as defined by the Internal Revenue Code, Title I of ERISA, 
either voluntarily or involuntarily, or be subjected to any lien, directly or 
indirectly, by operation of law, or otherwise, including execution, levy, 
garnishment, attachment, pledge or bankruptcy.  In the event or a 
Participant's death, a Participant's rights and interests in Options shall, 
to the extent provided in Section 7, be transferable by testamentary will or 
the laws of descent and distribution, and payment of any amounts due under 
the Plan shall be made to, and exercise of any Options may be made by, the 
Participant's legal representatives, heirs or legatees.  If in the opinion of 
the Plan Administrator a person entitled to payments or to exercise rights 
with respect to the Plan is disabled from caring for his affairs because of 
mental condition, physical condition or age, payment due such person may be 
made to, and such rights shall be exercised by, such person's guardian, 
conservator or other legal personal representative upon furnishing the Plan 
Administrator with evidence satisfactory to the Plan Administrator of such 
status.

                                   SECTION 12
                              GENERAL RESTRICTIONS

     12.1 INVESTMENT REPRESENTATIONS.  The Company may require any person to 
whom an Option or other Award is granted, as a condition of exercising such 
Option or receiving Stock under the Award, to give written assurances in 
substance and form satisfactory to the Company and its counsel to the effect 
that such person is acquiring the Stock subject to the Option or the Award 
for his own account for investment and not with any present intention of 
selling or otherwise distributing the same, and to such other effects as the 
Company deems necessary or appropriate in order to comply with federal and 
applicable state securities laws.  Legends evidencing such restrictions may 
be placed on the certificates evidencing the Stock.

     12.2 COMPLIANCE WITH SECURITIES LAWS.  Each Award shall be subject to 
the requirement that, if at any time counsel to the Company shall determine 
that the listing, registration or qualification of the Shares subject to such 
Award upon any securities exchange or under any state or federal law, or the 
consent or approval of any governmental or regulatory body, is necessary as a 
condition of, or in connection with, the issuance or purchase of Shares 
thereunder, such Award may not be accepted or exercised in whole or in part 
unless such listing, registration, qualification, consent or approval shall 
have been effected or obtained on conditions acceptable to the Plan 
Administrator.  Nothing herein shall be deemed to require the Company to 
apply for or to obtain such listing, registration or qualification.

     12.3 STOCK RESTRICTION AGREEMENT.  The Plan Administrator may provide 
that shares of Stock issuable upon the exercise of an Option shall, under 
certain conditions, be subject to restrictions whereby the Company has a 
right of first refusal with respect to such shares or a right or obligation 
to repurchase all or a portion of such shares, which restrictions may survive 
a Participant's term of service with the Company.  The acceleration of time 
or times at which an 


                                      -17-
<PAGE>

Option becomes exercisable may be conditioned upon the Participant's 
agreement to such restrictions.

                                   SECTION 13
                            OTHER EMPLOYEE BENEFITS

     The amount of any compensation deemed to be received by a Participant as 
a result of the exercise of an Option or the grant or vesting of any other 
Award shall not constitute "earnings" with respect to which any other 
employee benefits of such participant are determined, including without 
limitation benefits under any pension, profit sharing, life insurance or 
salary continuation plan.

                                   SECTION 14
                  PLAN AMENDMENT, MODIFICATION AND TERMINATION

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

     No amendment, modification or termination of the Plan shall in any 
manner adversely affect any Awards theretofore granted under the Plan, 
without the consent of the Participant holding such Awards.

                                   SECTION 15
                                  WITHHOLDING

     15.1 WITHHOLDING REQUIREMENT.  The Company's obligations to deliver 
Shares upon the exercise of an Option, or upon the vesting of any other 
Award, shall be subject to the Participant's satisfaction of all applicable 
federal, state and local income and other tax withholding requirements.

     15.2 WITHHOLDING WITH STOCK.  At the time the Plan Administrator grants 
an Award, it may, in its sole discretion, grant the Participant an election 
to pay all such amounts of tax withholding, or any part thereof, by electing 
to transfer to the Company, or to have the Company withhold from Shares 
otherwise issuable to the Participant, Shares having a value equal to the 
amount required to be withheld or such lesser amount as may be elected by the 
Participant.  All elections shall be subject to the approval or disapproval 
of the Plan Administrator.  The value of Shares to be withheld shall be based 
on the Fair Market Value of the Stock on the date that the amount of tax to 
be withheld is to be determined (the "Tax Date").  Any such elections by 
Participants to have Shares withheld for this purpose will be subject to the 
following restrictions:


                                      -18-
<PAGE>

          (a)  All elections must be made prior to the Tax Date.

          (b)  All elections shall be irrevocable.

          (c)  If the Participant is an officer or director of the Company 
within the meaning of Section 16 of the 1934 Act ("Section 16"), the 
Participant must satisfy the requirements of such Section 16 and any 
applicable rules thereunder with respect to the use of Stock to satisfy such 
tax withholding obligation.

                                   SECTION 16
                             BROKERAGE ARRANGEMENTS

     The Plan Administrator, in its discretion, may enter into arrangements 
with one or more banks, brokers or other financial institutions to facilitate 
the disposition of shares acquired upon exercise of Stock Options, including, 
without limitation, arrangements for the simultaneous exercise of Stock 
Options and sale of the Shares acquired upon such exercise.

                                   SECTION 17
                           NONEXCLUSIVITY OF THE PLAN

     Neither the adoption of the Plan by the Board nor the submission of the 
Plan to stockholders of the Company for approval shall be construed as 
creating any limitations on the power or authority of the Board to adopt such 
other or additional incentive or other compensation arrangements of whatever 
nature as the Board may deem necessary or desirable or preclude or limit the 
continuation of any other plan, practice or arrangement for the payment of 
compensation or fringe benefits to employees generally, or to any class or 
group of employees, which the Company or any Affiliated Corporation now has 
lawfully put into effect, including, without limitation, any retirement, 
pension, savings and stock purchase plan, insurance, death and disability 
benefits and executive short-term incentive plans.

                                   SECTION 18
                              REQUIREMENTS OF LAW

     18.1 REQUIREMENTS OF LAW.  The issuance of stock and the payment of cash 
pursuant to the Plan shall be subject to all applicable laws, rules and 
regulations.

     18.2 FEDERAL SECURITIES LAW REQUIREMENTS.  If a Participant is an 
officer or director of the Company within the meaning of Section 16 of the 
1934 Act, Awards granted hereunder shall be subject to all conditions 
required under Rule 16b-3, or any successor rule promulgated under the 1934 
Act, to qualify the Award for any exception from the provisions of Section 
16(b) of the 1934 


                                      -19-
<PAGE>

Act available under that Rule.  Such conditions are hereby incorporated 
herein by reference and shall be set forth in the agreement with the 
Participant which describes the Award.

     18.3 GOVERNING LAW.  The Plan and all agreements hereunder shall be 
construed in accordance with and governed by the laws of the State of 
Delaware.

                                   SECTION 19
                              DURATION OF THE PLAN

     The Plan shall terminate at such time as may be determined by the Board 
of Directors, and no Award shall be granted after such termination.  If not 
sooner terminated under the preceding sentence, the Plan shall fully cease 
and expire at midnight on March 9, 2002.  Awards outstanding at the time of 
the Plan termination may continue to be exercised or earned in accordance 
with their terms.



Amended: May 5, 1998                   BASIN EXPLORATION, INC.


                                       By /s/ Michael S. Smith
                                          ---------------------------
                                          Michael S. Smith, President


                                      -20-