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<TITLE> FORM S-8 </TITLE>
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<FONT FACE="Times New Roman, Times, Serif" SIZE=3>
                      <B>As filed with the Securities and Exchange Commission on June 5, 2002</B></FONT>
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<TD WIDTH=100% ALIGN=RIGHT>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>    <B>Registration No. 333-</B></FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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<HR SIZE=5 NOSHADE>
<P ALIGN=CENTER>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3><BIG>
                                        SECURITIES AND EXCHANGE COMMISSION</BIG></FONT><BR>
                                              WASHINGTON, D.C. 20549<BR>

                                              ----------------------<BR>

<FONT FACE="Times New Roman, Times, Serif" SIZE=4><BIG><B>                   Form S-8</B></BIG></FONT><BR><BR>
                                            <B>  REGISTRATION STATEMENT<BR>
                                                       UNDER<BR>
                                            THE SECURITIES ACT OF 1933</B><BR>



                                              ----------------------<BR><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=5><BIG><B>

                                             FRONTIER OIL CORPORATION</B></BIG></FONT><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>                              (Exact name of registrant as specified in its charter)</FONT><BR>
</P>

<TABLE ALIGN=CENTER WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR ALIGN=CENTER>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=30%><B>Wyoming</B></TD>

<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=50%><B>74-1895085</B></TD>
</TR>
<TR ALIGN=CENTER>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=30%>(State or other jurisdiction of</TD>

<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=50%>(I.R.S. Employer</TD>
</TR>

<TR ALIGN=CENTER>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=30%>incorporation or organization)</TD>
<TD WIDTH=15%>&nbsp;</TD>

<TD WIDTH=50%>Identification No.)</TD>
</TR>
<TR>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>

</TR>

</TABLE>
<P ALIGN=CENTER>
<B>

                                          10000 Memorial Drive, Suite 600<BR>
                                               Houston, Texas 77024</B><BR>
                           (Address, including zip code, of Principal Executive Offices)
</P>
<P ALIGN=CENTER>
<FONT FACE="Times New Roman, Times, Serif" SIZE=5><B>
                                  Amended and Restated <BR>
Frontier Oil Corporation <BR>
1999 Stock Plan</B></FONT><BR>

<FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                             (Full title of the plan)</FONT>
</P>
<P ALIGN=CENTER>
<B>
                                                  James R. Gibbs<BR>
                                             Frontier Oil Corporation<BR>
                                          10000 Memorial Drive, Suite 600<BR>
                                               Houston, Texas 77024<BR>
                                                  (713) 688-9600</B><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                             (Name, address, including zip code, and telephone number,<BR>
                                    including area code, of agent for service)</FONT>
</P>
<P ALIGN=CENTER>

<I>                                                     copy to:</I><BR><BR>

                                                <B> Robert V. Jewell<BR>
                                              Andrews &amp; Kurth<BR>
                                             Mayor, Day, Caldwell &amp; Keeton L.L.P.<BR>
                                              600 Travis, Suite 4200<BR>
                                               Houston, Texas 77002<BR>
                                                  (713) 220-4200</B><BR><BR>

                                              ----------------------<BR><BR>

<B>
                                          CALCULATION OF REGISTRATION FEE</B>
</P>


<PRE>
====================================================================================================================

                                                                                     Proposed
                                                                                      Maximum
    Title of Securities to be Registered           Amount           Proposed         Aggregate
                                                    to be        Offering Price      Offering         Amount of
                                                registered(1)    Per Share (2)       Price (2)     Registration Fee
---------------------------------------------- ---------------- ----------------- ---------------- -----------------

Common Stock, no par value                      1,600,000 (3)        $15.45         $24,720,000       $2,274.24
============================================== ================ ================= ================ =================
(1)  Pursuant to Rule 416(a), this registration statement shall cover any additional securities issued to prevent
     dilution resulting from stock splits, stock dividends or similar transactions.
(2)  Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h), based upon
     the average of the high and low prices per share for June 4, 2002 on the New York Stock Exchange.
(3)  Additional shares of common stock issuable to the Amended and Restated Frontier Oil Corporation 1999
     Stock Plan as approved by the Company's shareholders as of April 18, 2002.
====================================================================================================================
</PRE>






<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>PART II</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT</FONT></H1>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         This Registration Statement on Form S-8 is being filed solely to register additional securities.  In accordance with General
Instruction E of Form S-8, the registrant hereby incorporates by reference the contents of the registrant's registration statement on
Form S-8 filed on August 29, 1999 (No. 333-83971) relating to the Frontier Oil Corporation 1999 Stock Plan.
</P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item&#160;8.&#160;&#160;Exhibits.</FONT></H2>

<table width=100%>
<tr valign=bottom>
<td width=5%>
Exhibit<BR>
<U>Number</U></td>
<td width=95%>
<U>Description</U>
</td>
</tr>

<tr valign=bottom>
<td width=5% align=right>
5.1&nbsp;&nbsp;&nbsp;
</td>
<td width=95%>
Opinion of  Brown, Drew &amp; Massey, LLP
</td>
</tr>

<tr valign=bottom>
<td width=5% align=right>
23.1&nbsp;&nbsp;&nbsp;
</td>
<td width=95%>
Consent of  Brown, Drew &amp; Massey, LLP (included in Exhibit 5.1)
</td>
</tr>

<tr valign=bottom>
<td width=5% align=right>
23.2&nbsp;&nbsp;&nbsp;
</td>
<td width=95%>
Consent of Arthur Andersen LLP
</td>
</tr>

<tr valign=bottom>
<td width=5% align=right>
24.1&nbsp;&nbsp;&nbsp;
</td>
<td width=95%>
Power of Attorney (included in signature page of this Registration Statement)
</td>
</tr>

<tr valign=bottom>
<td width=5% align=right>
99.1&nbsp;&nbsp;&nbsp;
</td>
<td width=95%>
Amended and Restated Frontier Oil Corporation 1999 Stock Plan
</td>
</tr>
</table>



<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>SIGNATURES</FONT></H1>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        The Registrant.  Pursuant to the requirements of the Securities Act of 1933, registrant certifies that it has reasonable
 grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be
 signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 5th day of June,
 2002.
</P>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=60%>&nbsp; </TD>
<TD WIDTH=40%>

<B>                                                             FRONTIER OIL CORPORATION</B><BR><BR><BR>
</TD>
</TR>
<TR VALIGN=BOTTOM>
<TD WIDTH=60%>&nbsp;</TD>
<TD WIDTH=40%>


                                                             By: &nbsp; <U> /s/&nbsp; Julie H. Edwards</U><BR>
                                                              &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     Julie H. Edwards<BR>
                                                            &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;       Executive Vice President-Finance<BR>
                                                            &nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;        and Administration, Chief Financial Officer
</TD>
</TR>
</TABLE>

<P>
 Power of Attorney
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Frontier Oil Corporation (the
 "Company"), hereby constitutes and appoints James R. Gibbs and Julie H. Edwards, or either of them (with full power to each of them
 to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his
 name, place and stead, in any and all capacities, to sign, execute and file this Registration Statement under the Securities Act of
 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and
 all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority,
 granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and
 thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and
 purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and
 agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following
 persons in the capacities indicated on the 5th day of June, 2002.
</P>

<TABLE WIDTH=100%>
<TR>
<TD WIDTH=40%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;                <U><B>Signature</B></U>
</TD>
<TD WIDTH=40%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Title</B></U>&nbsp;
</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
<U>/s/&nbsp; James R. Gibbs</U><BR>
James R. Gibbs            </TD>
<TD WIDTH=40% ALIGN=LEFT>
Chairman of the Board, President,<BR>
                        Chief Executive Officer and Director<BR>
                                     (Principal Executive Officer)<BR>&nbsp;

</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
 <U>/s/&nbsp; Julie H. Edwards</U> <BR>
 Julie H. Edwards
</TD>
<TD WIDTH=40% ALIGN=LEFT>
 Executive Vice President-Finance and Administration,<BR>
                     Chief Financial Officer<BR>
                    (Principal Financial Officer)<BR>&nbsp;

</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>



<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
 <U>/s/&nbsp; Nancy J. Zupan </U> <BR>
  Nancy J. Zupan<BR>
</TD>
<TD WIDTH=40% ALIGN=LEFT>
  Vice President-Controller<BR>
(Principal Accounting Officer)<BR><BR>

</TD>
<TD WIDTH=20%>&nbsp;
</TD>


<TD WIDTH=20%>&nbsp;
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
 <U>/s/&nbsp; Douglas Y. Bech </U> <BR>
  Douglas Y. Bech  <BR>&nbsp;
</TD>
<TD WIDTH=40% ALIGN=LEFT>
Director


</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
 <U>/s/&nbsp; G. Clyde Buck </U> <BR>
  G. Clyde Buck  <BR>&nbsp;
</TD>
<TD WIDTH=40% ALIGN=LEFT>
Director

</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
 <U>/s/&nbsp; T. Michael Dossey </U> <BR>
  T. Michael Dossey  <BR>&nbsp;
</TD>
<TD WIDTH=40% ALIGN=LEFT>
Director

</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
 <U>/s/&nbsp; James H. Lee </U> <BR>
  James H. Lee  <BR>&nbsp;
</TD>
<TD WIDTH=40% ALIGN=LEFT>
Director

</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
 <U>/s/&nbsp; Paul B. Loyd, Jr. </U> <BR>
  Paul B. Loyd, Jr. <BR>&nbsp;
</TD>
<TD WIDTH=40% ALIGN=LEFT>
Director

</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
 <U>/s/&nbsp; Carl W. Schafer </U> <BR>
 Carl W. Schafer <BR>&nbsp;
</TD>
<TD WIDTH=40% ALIGN=LEFT>
Director

</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>

</TABLE>
<BR><BR>
<P ALIGN=RIGHT>
<B> Exhibit 5.1</B>
</P>

<P ALIGN=CENTER>
                                                              May 31, 2002
</P>
<P>
 Board of Directors<BR>
 Frontier Oil Corporation<BR>
 10000 Memorial Drive, Suite 600<BR>
 Houston, Texas 77024<BR>
</P>
<P>
 Ladies and Gentlemen:
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        We have acted as local counsel to Frontier Oil Corporation, a Wyoming corporation (the "Company"), in connection with the
 Company's Registration Statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of
 1933, as amended, of the issuance of up to 1,600,000 shares (the "Shares") of the Company's common stock, no par value, pursuant to
 the Amended &amp; Restated Frontier Oil Corporation 1999 Stock Plan.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        In connection herewith, we have examined copies of such statutes, regulations, corporate records and documents, certificates
 of public and corporate officials and other agreements, contracts, documents and instruments as we have deemed necessary as a basis
 for the opinion hereafter expressed.  In such examination, we have assumed the genuineness of all signatures, the authenticity of all
 documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies.  We
 have also relied, to the extent we deem such reliance proper, upon information supplied by officers and employees of the Company with
 respect to various factual matters material to our opinion.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        Based upon the foregoing and having due regard for such legal considerations as we deem relevant, we are of the opinion that
 the Shares have been duly authorized and reserved for issuance and, when issued in accordance with the terms of the Plan, will be
 validly issued, fully-paid and nonassessable.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        We hereby consent to the use of this opinion as an exhibit to the Registration Statement.
</P>
<BR>
<P>
                                                                 Very truly yours,<BR><BR>

                                                                 <U>/s/ Morris R. Massey</U><BR><BR>

                                                                 Brown, Drew &amp; Massey, LLP
</P>

<BR><BR>
<P align=right>
                                                                                 <B>  Exhibit 23.2</b>
</P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>CONSENT OF
INDEPENDENT PUBLIC ACCOUNTANTS</FONT></H1>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our
 report dated February 8, 2002, included in Frontier Oil Corporation's Form 10-K for the year ended December 31,
 2001 and to all references to our firm included in this Registration Statement.
</P>

<P>
 <U>/s/ ARTHUR ANDERSEN LLP</u><BR>
 ARTHUR ANDERSEN LLP
</P>
<P>
 Houston, Texas<BR>
 June 5, 2002
</P>

<BR><BR>


<p align=right>
<B> Exhibit 99.1</B>
</p>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>AMENDED AND
RESTATED<BR>
FRONTIER OIL
CORPORATION<BR>

1999 STOCK
PLAN</FONT></H1>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
             SECTION 1.   Purpose of the Plan.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            The  Frontier  Oil  Corporation  1999 Stock  Plan (the  "Plan") is  intended  to promote  the  interests  of  Frontier  Oil
Corporation,  a Wyoming corporation (the "Company"), by encouraging officers,  employees,  directors and consultants of the Company and
its Affiliates to acquire or increase  their equity  interest in the Company and to provide a means whereby they may develop a sense of
proprietorship and personal  involvement in the development and financial success of the Company,  and to encourage them to remain with
and devote their best efforts to the  business of the Company  thereby  advancing  the  interests of the Company and its  stockholders.
The Plan is also  contemplated  to enhance  the  ability of the  Company  and its  Affiliates  to attract  and retain the  services  of
individuals who are essential for the growth and profitability of the Company.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            SECTION 2.   Definitions.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            As used in the Plan, the following terms shall have the meanings set forth below:
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            "Affiliate" shall mean (i) any entity that, directly or through one or more  intermediaries,  is controlled by the Company,
(ii) any entity in which the  Company  has a  significant  equity  interest,  as  determined  by the  Committee,  and (iii) any "parent
corporation"  of the  Company  (as  defined in Section  424(e) of the Code) and any  "subsidiary  corporation"  of any such  parent (as
defined in Section 424(f) of the Code) thereof.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            "Award" shall mean any Option, Performance Award, Bonus Shares, Other Stock-Based Award or Cash Award.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            "Award Agreement" shall mean any written agreement,  contract,  or other instrument or document evidencing any Award, which
may, but need not, be executed or acknowledged by a Participant.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            "Board" shall mean the Board of Directors of the Company.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            "Bonus Shares" shall mean an award of Shares granted pursuant to Section 6(c) of the Plan.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            "Cash Award" shall mean an award payable in cash granted pursuant to Section 6(d) of the Plan.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            "Change in  Control"  shall  mean a change in  control  of a nature  that  would be  required  to be  disclosed  in a proxy
statement,  governed by the rules of the Securities and Exchange  Commission as in effect on the date of this Agreement;  provided that
without limitation, such a change in control shall be deemed to have occurred upon the occurrence of any one of the following:
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a) the consummation of any transaction (including without limitation, any merger,
consolidation, tender offer, or exchange offer) the result of which is that any
individual or &#147;person&#148; (as such term is used in Sections 13(d)(3) and
14(d)(2), of the Securities Exchange Act of 1934 - the &#147;Exchange Act&#148;)
is or becomes the &#147;beneficial owner&#148; (as such term is defined in Rule
13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of
securities of the Company representing 25% or more of the combined voting power
of the Company&#146;s then outstanding securities,
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b) the first day during any period of 24 consecutive months, commencing before or
after the date of this Agreement that the individuals, who at the beginning of
such 24 month period were directors of the Company for whom the Executive shall
have voted, cease for any reason to constitute at least a majority of the Board
of Directors of the Company,
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c) the sale, lease, transfer, conveyance or other disposition (including by merger
or consolidation) in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Subsidiaries, taken as a
whole,
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            (d) the adoption of a plan relating to the liquidation or dissolution of the Company, or
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e) the date the Company files a report or proxy statement with the SEC stating that
a change in control has or may occur pursuant to any then existing contract or
termination.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            "Code"  shall  mean the  Internal  Revenue  Code of 1986,  as  amended  from time to time,  and the  rules and  regulations
thereunder.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            "Committee" shall mean the Compensation Committee of the Board.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            "Consultant"  shall mean any  individual,  other than a Director or an  Employee,  who renders  consulting  services to the
Company or an Affiliate for a fee.
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            "Director" shall mean a "non-employee director" of the Company, as defined in Rule 16b-3.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            "Employee"  shall mean any  employee  of the  Company or an  Affiliate  or any  person  who has been  extended  an offer of
employment by the Company or an Affiliate.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            "Fair Market Value" shall mean,  with respect to Shares,  the closing sales price of a Share on the applicable  date (or if
there is no trading in the Shares on such date, on the next  preceding  date on which there was trading) as reported in The Wall Street
Journal  (or other  reporting  service  approved  by the  Committee).  In the event the  Shares are not  publicly  traded at the time a
determination of its fair market value is required to be made hereunder,  the  determination of fair market value shall be made in good
faith by the Committee.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            "Option"  shall mean an option  granted under  Section 6(a) of the Plan.  Options  granted under the Plan shall  constitute
"incentive stock options" for purposes of Section 422 of the Code or nonqualified stock option.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            "Other  Stock-Based  Award"  shall  mean an award  granted  pursuant  to  Section  6(e) of the Plan  that is not  otherwise
specifically provided for, the value of which is based in whole or in part upon the value of a Share.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            "Participant" shall mean any Director, Employee or Consultant granted an Award under the Plan.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            "Performance Award" shall mean any right granted under Section 6(b) of the Plan.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            "Person"  shall  mean  individual,  corporation,  partnership,  association,  joint-stock  company,  trust,  unincorporated
organization, government or political subdivision thereof or other entity.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            "Rule 16b-3" shall mean Rule 16b-3  promulgated  by the SEC under the Exchange  Act, or any  successor  rule or  regulation
thereto as in effect from time to time.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            "SEC" shall mean the Securities and Exchange Commission, or any successor thereto.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            "Shares" or "Common  Shares" or "Common  Stock" shall mean the common stock of the  Company,  no par value,  and such other
securities or property as may become the subject of Awards under the Plan.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            SECTION 3.  Administration.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            The Plan shall be administered by the Committee.  A majority of the Committee  shall  constitute a quorum,  and the acts of
the members of the Committee who are present at any meeting thereof at which a quorum is present,  or acts unanimously  approved by the
members of the  Committee  in  writing,  shall be the acts of the  Committee.  Subject to the  following,  the  Committee,  in its sole
discretion,  may delegate any or all of its powers and duties under the Plan,  including  the power to grant Awards under the Plan,  to
the Chief  Executive  Officer of the Company,  subject to such  limitations  on such  delegated  powers and duties as the Committee may
impose.  Upon any such  delegation all references in the Plan to the  "Committee",  other than in Section 7, shall be deemed to include
the Chief Executive Officer;  provided,  however,  that such delegation shall not limit the Chief Executive  Officer's right to receive
Awards under the Plan.  Notwithstanding  the foregoing,  the Chief  Executive  Officer may not grant Awards to, or take any action with
respect to any Award previously  granted to, a person who is an officer or a member of the Board.  Subject to the terms of the Plan and
applicable  law, and in addition to other  express  powers and  authorizations  conferred on the  Committee by the Plan,  the Committee
shall have full power and  authority  to: (i)  designate  Participants;  (ii)  determine the type or types of Awards to be granted to a
Participant;  (iii)  determine the number of Shares to be covered by, or with respect to which payments,  rights,  or other matters are
to be calculated in connection  with,  Awards;  (iv) determine the terms and conditions of any Award;  (v) determine  whether,  to what
extent,  and under what  circumstances  Awards may be settled or exercised in cash,  Shares,  other  securities,  other Awards or other
property,  or  canceled,  forfeited,  or  suspended  and the method or methods by which  Awards may be  settled,  exercised,  canceled,
forfeited,  or suspended;  (vi) determine whether, to what extent, and under what circumstances cash, Shares,  other securities,  other
Awards,  other property,  and other amounts payable with respect to an Award shall be deferred either  automatically or at the election
of the holder thereof or of the  Committee;  (vii)  interpret and  administer  the Plan and any instrument or agreement  relating to an
Award made under the Plan; (viii) establish,  amend,  suspend,  or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper  administration  of the Plan; and (ix) make any other  determination and take any other action that the
Committee  deems  necessary or desirable for the  administration  of the Plan.  Unless  otherwise  expressly  provided in the Plan, all
designations,  determinations,  interpretations, and other decisions under or with respect to the Plan or any Award shall be within the
sole discretion of the Committee, may be made at any time and shall be final, conclusive,  and binding upon all Persons,  including the
Company, any Affiliate, any Participant, any holder or beneficiary of any Award, any stockholder and any Employee.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            SECTION 4.  Shares Available for Awards.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            (a) <u>Shares  Available</U>.  Subject to  adjustment  as provided  in Section  4(c),  the number of Shares with  respect to which
Awards may be granted  under the Plan  shall be 3.6  million.  If any Award is  exercised,  paid,  forfeited,  terminated  or  canceled
without  the  delivery  of Shares or other  consideration,  then the Shares  covered  by such  Award,  to the  extent of such  payment,
exercise, forfeiture, termination or cancellation, shall again be Shares with respect to which Awards may be granted.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            (b) <u>Sources of Shares  Deliverable  Under Awards</U>.  Any Shares  delivered  pursuant to an Award may consist,  in whole or in
part, of authorized and unissued Shares or of treasury Shares.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            (c) <u>Adjustments</u>.  In the event that the Committee  determines that any dividend or other distribution  (whether in the form
of cash, Shares, other securities,  or other property),  recapitalization,  stock split, reverse stock split,  reorganization,  merger,
consolidation,  split-up,  spin- off, combination,  repurchase,  or exchange of Shares or other securities of the Company,  issuance of
warrants or other rights to purchase  Shares or other  securities  of the Company,  or other  similar  corporate  transaction  or event
affects  the Shares  such that an  adjustment  is  determined  by the  Committee  to be  appropriate  in order to prevent  dilution  or
enlargement of the benefits or potential  benefits  intended to be made available  under the Plan,  then the Committee  shall,  in such
manner as it may deem  equitable,  adjust  any or all of (i) the  number  and type of Shares (or other  securities  or  property)  with
respect to which Awards may be granted,  (ii) the number and type of Shares (or other  securities or property)  subject to  outstanding
Awards,  and (iii) the grant or exercise price with respect to any Award or, if deemed  appropriate,  make provision for a cash payment
to the holder of an outstanding Award.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            SECTION 5.   Eligibility.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            Any Employee, Director or Consultant shall be eligible to be designated a Participant.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            SECTION 6.   Awards.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
            (a) <u>Options</U>.  Subject to the provisions of the Plan, the Committee  shall have the authority to determine the  Participants
to whom Options shall be granted,  the number of Shares to be covered by each Option,  the purchase  price  therefor and the conditions
and limitations  applicable to the exercise of the Option,  including the following terms and conditions and such additional  terms and
conditions, as the Committee shall determine, that are not inconsistent with the provisions of the Plan.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                                  (i) <u>Exercise Price</u>. The purchase price per Share  purchasable  under an Option shall be determined by
the Committee at the time the Option is granted, but shall not be less than the Fair
Market Value per Share on such grant date.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii)
<U>Time and Method of Exercise</U>. The Committee shall determine the time or
times at which an Option may be exercised in whole or in part, and the method or
methods by which, and the form or forms (which may include, without limitation,
cash, check acceptable to the Company, Shares already-owned for more than six
months, outstanding Awards, Shares that would otherwise be acquired upon
exercise of the Option, a &#147;cashless- broker&#148; exercise (through
procedures approved by the Company), other securities or other property, loans,
notes approved by the Committee, or any combination thereof, having a Fair
Market Value on the exercise date equal to the relevant exercise price) in which
payment of the exercise price with respect thereto may be made or deemed to have
been made.
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iii)
<U>Incentive Stock Options</U>. The terms of any Option granted under the Plan
intended to be an incentive stock option shall comply in all respects with the
provisions of Section 422 of the Code, or any successor provision, and any
regulations promulgated thereunder. Incentive stock options may be granted only
to employees of the Company and its parent corporation and subsidiary
corporations, within the meaning of Section 424 of the Code. To the extent the
aggregate Fair Market Value of the Shares (determined as of the date of grant)
of an Option to the extent exercisable for the first time during any calendar
year (under all plans of the Company and its parent and subsidiary corporations)
exceeds $100,000, such Option Shares in excess of $100,000 shall not be
incentive stock options.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               (iv) <u>No Repricings</u>.  The Committee may not amend an Option to lower its exercise price nor cancel an Option and grant a
           replacement Option with a lower exercise price.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (b)  <u>Performance  Awards</u>.  The  Committee  shall  have the  authority  to  determine  the  Participants  who  shall  receive a
Performance  Award,  which  shall be  denominated  as a cash  amount at the time of grant and  confer on the  Participant  the right to
receive payment of such Award, in whole or in part, upon the achievement of such performance  goals during such performance  periods as
the Committee shall establish with respect to the Award.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i)
<U>Terms and Conditions</U>. Subject to the terms of the Plan and any applicable
Award Agreement, the Committee shall determine the performance goals to be
achieved during any performance period, the length of any performance period,
the amount of any Performance Award and the amount of any payment or transfer to
be made pursuant to any Performance Award.
</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii)
<U>Payment of Performance Awards</U>. Performance Awards may be paid (in cash
and/or in Shares, in the sole discretion of the Committee) in a lump sum or in
installments following the close of the performance period, in accordance with
procedures established by the Committee with respect to such Award.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (c) <u>Bonus Shares</u>.  The Committee shall have the authority,  in its  discretion,  to grant Bonus Shares to  Participants.  Each
Bonus Share shall constitute a transfer of an unrestricted  Share to the  Participant,  without other payment  therefor,  as additional
compensation for the Participant's services to the Company.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (d) <u>Cash Awards</u>.  The Committee  shall have the authority to determine the  Participants to whom Cash Awards shall be granted,
the amount,  and the terms or  conditions,  if any, as additional  compensation  for the  Participant's  services to the Company or its
Affiliates.  A Cash Award may be granted (simultaneously or subsequently)  separately or in tandem with another Award and may entitle a
Participant to receive a specified  amount of cash from the Company upon such other Award becoming  taxable to the  Participant,  which
cash amount may be based on a formula  relating to the anticipated  taxable income  associated with such other Award and the payment of
the Cash Award.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (e) <u>Other Stock-Based  Awards</u>.  The Committee may also grant to Participants an Other Stock-Based  Award,  which shall consist
of a right which is an Award  denominated  or payable in, valued in whole or in part by reference to, or otherwise  based on or related
to,  Shares as is deemed by the  Committee  to be  consistent  with the  purposes  of the Plan.  Subject to the terms of the Plan,  the
Committee shall determine the terms and conditions of any such Other Stock-Based Award.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (f) <u>General</u>.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          (i) <u>Awards May Be Granted  Separately or Together</u>.  Awards may, in the discretion of the  Committee,  be granted either alone
or in addition to, in tandem with, or in  substitution  for any other Award granted under the Plan or any award granted under any other
plan of the Company or any  Affiliate.  Awards  granted in addition to or in tandem with other Awards or awards granted under any other
plan of the Company or any  Affiliate  may be granted  either at the same time as or at a  different  time from the grant of such other
Awards or awards.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (ii) <u>Forms of Payment  by Company  Under  Awards</u>.  Subject  to the terms of the Plan and of any  applicable  Award  Agreement,
payments or  transfers to be made by the Company or an  Affiliate  upon the grant,  exercise or payment of an Award may be made in such
form or forms as the Committee shall determine,  including,  without limitation,  cash, Shares, other securities, other Awards or other
property,  or any combination  thereof,  and may be made in a single payment or transfer,  in installments,  or on a deferred basis, in
each case in accordance  with rules and  procedures  established  by the  Committee.  Such rules and  procedures  may include,  without
limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (iii) <u>Limits on Transfer of Awards</u>.
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(A)
Except as provided in (C) below, each Award, and each right under any Award,
shall be exercisable only by the Participant during the Participant&#146;s
lifetime, or by the person to whom the Participant&#146;s rights shall pass by
will or the laws of descent and distribution.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(B)
Except as provided in (C) below, no Award and no right under any such Award may
be assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by a Participant otherwise than by will or by the laws of descent and
distribution and any such purported assignment, alienation, pledge, attachment,
sale, transfer or encumbrance shall be void and unenforceable against the
Company or any Affiliate.
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(C)
Notwithstanding anything in the Plan to the contrary, to the extent specifically
provided by the Committee with respect to a grant, an Option (other than an
incentive stock option) may be transferred to immediate family members or
related family trusts, limited partnerships or similar entities on such terms
and conditions as the Committee may establish.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          (iv) <u>Term of Awards</u>.  The term of each Award shall be for such period as may be determined by the Committee;  provided,  that
in no event shall the term of any Award exceed a period of 10 years from the date of its grant.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (v) <u>Share  Certificates</u>.  All certificates for Shares or other securities of the Company or any Affiliate  delivered under the
Plan  pursuant  to any Award or the  exercise  thereof  shall be subject to such stop  transfer  orders and other  restrictions  as the
Committee may deem  advisable  under the Plan or the rules,  regulations,  and other  requirements  of the SEC, any stock exchange upon
which such Shares or other securities are then listed,  and any applicable  federal or state laws, and the Committee may cause a legend
or legends to be put on any such certificates to make appropriate reference to such restrictions.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (vi)  <u>Consideration  for Grants</u>.  Awards may be granted for no cash  consideration or for such  consideration as the Committee
determines including, without limitation, such minimal cash consideration as may be required by applicable law.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (vii)  <u>Delivery of Shares or other  Securities  and Payment by Participant  of  Consideration</u>.  No Shares or other  securities
shall be  delivered  pursuant  to any Award  until  payment  in full of any  amount  required  to be paid  pursuant  to the Plan or the
applicable  Award Agreement  (including,  without  limitation,  any exercise price,  tax payment or tax withholding) is received by the
Company.  Such payment may be made by such method or methods and in such form or forms as the  Committee  shall  determine,  including,
without  limitation,  cash, Shares,  other securities,  other Awards or other property,  withholding of Shares,  cashless exercise with
simultaneous sale, or any combination thereof;  provided that the combined value, as determined by the Committee,  of all cash and cash
equivalents  and the Fair Market Value of any such Shares or other property so tendered to the Company,  as of the date of such tender,
is at least equal to the full amount required to be paid pursuant to the Plan or the applicable Award Agreement to the Company.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         SECTION 7.   Amendment and Termination.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the
Plan:
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          (i)  <u>Amendments to the Plan</u>.  Except as required by applicable law or the rules of the principal  securities  market on which
the shares are traded and subject to Section  7(ii) below,  the Board or the  Committee  may amend,  alter,  suspend,  discontinue,  or
terminate the Plan without the consent of any  stockholder,  Participant,  other holder or  beneficiary  of an Award,  or other Person;
provided,  however,  no such amendment may be made without  stockholder  approval,  if such amendment would (i) materially increase the
benefits  accruing to  Participants,  (ii)  materially  increase the number of Shares  authorized  under the Plan, or (iii)  materially
increase the Persons eligible for Awards under the Plan.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (ii)  <u>Amendments to Awards</u>.  The Committee  may waive any  conditions or rights under,  amend any terms of, or alter any Award
theretofore  granted,  provided no change,  other than pursuant to Section 7(iii), in any Award shall reduce the benefit to Participant
without the consent of such Participant.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          (iii)  <u>Adjustment  of Awards  Upon the  Occurrence  of Certain  Unusual  or  Nonrecurring  Events</u>.  The  Committee  is hereby
authorized to make  adjustments  in the terms and  conditions  of, and the criteria  included in, Awards in  recognition  of unusual or
nonrecurring  events  (including,  without  limitation,  the events  described in Section 4(c) of the Plan) affecting the Company,  any
Affiliate, or the financial statements of the Company or any Affiliate,  or of changes in applicable laws,  regulations,  or accounting
principles,  whenever the Committee  determines that such  adjustments  are appropriate in order to prevent  dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         SECTION 8.   Change in Control.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         Notwithstanding  any other  provision  of this Plan to the  contrary,  in the event of a Change in Control of the  Company all
outstanding  Awards  automatically  shall become fully vested  immediately prior to such Change in Control (or such earlier time as set
by the Committee),  all restrictions,  if any, with respect to such Awards shall lapse, all performance  criteria, if any, with respect
to such Awards  shall be deemed to have been met in full (at the highest  level),  and unless the  Company  survives as an  independent
publicly  traded  company,  all Options  outstanding  at the time of the event or  transaction  shall  terminate,  except to the extent
provision is made in writing in connection  with such event or transaction  for the  continuation  of the Plan and/or the assumption of
the Options  theretofore  granted, or for the substitution for such Options of new options covering the stock of a successor entity, or
the parent or subsidiary  thereof,  with  appropriate  adjustments as to the number and kinds of shares and exercise  prices,  in which
event the Plan and Options theretofore granted shall continue in the manner and under the terms so provided.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         SECTION 9.   General Provisions.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (a) <u>No Rights to Awards</u>.  No  Director,  Employee,  Consultant  or other  Person shall have any claim to be granted any Award,
and there is no obligation for uniformity of treatment of Employees,  Consultants,  or holders or  beneficiaries  of Awards.  The terms
and conditions of Awards need not be the same with respect to each recipient.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (b) <u>Withholding</u>.  The Company or any Affiliate is  authorized  to withhold  from any Award,  from any payment due or transfer
made under any Award or under the Plan or from any  compensation  or other amount owing to a participant  the amount (in cash,  Shares,
other  securities,  Shares that would  otherwise be issued  pursuant to such Award,  other Awards or other  property) of any applicable
taxes required to be withheld by the Company in respect of an Award, its exercise,  the lapse of restrictions  thereon,  or any payment
or  transfer  under an Award or under the Plan and to take such other  action as may be  necessary  in the  opinion  of the  Company to
satisfy all  obligations  for the payment of such taxes.  In addition,  the  Committee  may provide,  in an Award  Agreement,  that the
Participant may direct the Company to satisfy such  Participant's  tax obligation  through the  "constructive"  tender of already-owned
Shares or the withholding of Shares otherwise to be acquired upon the exercise or payment of such Award.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (c) <u>No Right to  Employment</u>.  The grant of an Award shall not be  construed as giving a  Participant  the right to be retained
in the employ of the Company or any  Affiliate.  Further,  the  Company or an  Affiliate  may at any time  dismiss a  Participant  from
employment,  free from any  liability  or any claim under the Plan,  unless  otherwise  expressly  provided in the Plan or in any Award
Agreement.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (d)  <u>Governing  Law</u>. The validity,  construction,  and effect of the Plan and any rules and  regulations  relating to the Plan
shall be determined in accordance with the laws of the State of Wyoming and applicable federal law.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (e)  <u>Severability</u>.  If any  provision  of the Plan or any  Award  is or  becomes  or is  deemed  to be  invalid,  illegal,  or
unenforceable  in any  jurisdiction  or as to any  Person or Award,  or would  disqualify  the Plan or any Award  under any law  deemed
applicable by the  Committee,  such provision  shall be construed or deemed amended to conform to the applicable  laws, or if it cannot
be construed or deemed  amended  without,  in the  determination  of the Committee,  materially  altering the intent of the Plan or the
Award,  such  provision  shall be stricken as to such  jurisdiction,  Person or Award and the  remainder of the Plan and any such Award
shall remain in full force and effect.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (f) <u>Other Laws</u>.  The  Committee  may refuse to issue or transfer any Shares or other  consideration  under an Award if, acting
in its sole  discretion,  it  determines  that the issuance of transfer or such Shares or such other  consideration  might  violate any
applicable  law or  regulation  or entitle the Company to recover the same under  Section  16(b) of the  Exchange  Act, and any payment
tendered to the Company by a Participant,  other holder or beneficiary in connection  with the exercise of such Award shall be promptly
refunded to the relevant Participant, holder or beneficiary.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (g) <u>No Trust or Fund  Created</u>.  Neither  the Plan nor the Award  shall  create or be  construed  to create a trust or separate
fund of any kind or a fiduciary  relationship  between the Company or any  Affiliate  and a  Participant  or any other  Person.  To the
extent that any Person acquires a right to receive  payments from the Company or any Affiliate  pursuant to an Award,  such right shall
be no greater than the right of any general unsecured creditor of the Company or any Affiliate.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (h) <u>No  Fractional  Shares</u>.  No  fractional  Shares  shall be issued or delivered  pursuant to the Plan or any Award,  and the
Committee  shall determine  whether cash,  other  securities,  or other property shall be paid or transferred in lieu of any fractional
Shares or whether such fractional Shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (i)  <u>Headings</u>.  Headings  are given to the  Sections  and  subsections  of the Plan  solely  as a  convenience  to  facilitate
reference.  Such headings  shall not be deemed in any way material or relevant to the  construction  or  interpretation  of the Plan or
any provision thereof.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (j)  <u>Parachute  Tax  Gross-Up</u>.  If it shall be finally  determined  that the  grant,  payment  or  acceleration  of vesting or
payment,  whether in cash or stock,  of any Award made to a Participant  under the Plan is subject to the excise tax imposed by Section
4999 of the Code, the Company shall pay such person an amount of cash (the  "Additional  Amount") such that the net amount  received by
such person after paying all applicable taxes (and any interest and penalties  imposed with respect thereto) on such Additional  Amount
shall be equal to the amount that such person would have received if Section 4999 were not applicable.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         SECTION 10.   Effective Date of the Plan As Amended and Restated.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         The Plan was approved by the  stockholders  at the  Company's  annual  stockholders'  meeting on April 29,  1999.  Immediately
after such stockholder  approval,  the Plan was amended on the same date by a First  Amendment,  effective for all purposes as of April
29, 1999.  The Plan as amended and restated shall be effective for all purposes as of April 29, 1999.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         SECTION 11.   Term of the Plan.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         No Award shall be granted  under the Plan after the 10th  anniversary  of the date the Plan is adopted by the Board.  However,
unless otherwise expressly provided in the Plan or in an applicable Award Agreement,  any Award granted prior to such termination,  and
the authority of the Board or the Committee to amend,  alter,  adjust,  suspend,  discontinue,  or terminate any such Award or to waive
any conditions or rights under such Award, shall extend beyond such termination date.
</P>

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FORM S-8
As filed with the Securities and Exchange Commission on June 5, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
FRONTIER OIL CORPORATION
(Exact name of registrant as specified in its charter)
Wyoming
74-1895085
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
10000 Memorial Drive, Suite 600
Houston, Texas 77024
(Address, including zip code, of Principal Executive Offices)
Amended and Restated
Frontier Oil Corporation
1999 Stock Plan
(Full title of the plan)
James R. Gibbs
Frontier Oil Corporation
10000 Memorial Drive, Suite 600
Houston, Texas 77024
(713) 688-9600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
copy to:
Robert V. Jewell
Andrews & Kurth
Mayor, Day, Caldwell & Keeton L.L.P.
600 Travis, Suite 4200
Houston, Texas 77002
(713) 220-4200
----------------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================

                                                                                     Proposed
                                                                                      Maximum
    Title of Securities to be Registered           Amount           Proposed         Aggregate
                                                    to be        Offering Price      Offering         Amount of
                                                registered(1)    Per Share (2)       Price (2)     Registration Fee
---------------------------------------------- ---------------- ----------------- ---------------- -----------------

Common Stock, no par value                      1,600,000 (3)        $15.45         $24,720,000       $2,274.24
============================================== ================ ================= ================ =================
(1)  Pursuant to Rule 416(a), this registration statement shall cover any additional securities issued to prevent
     dilution resulting from stock splits, stock dividends or similar transactions.
(2)  Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h), based upon
     the average of the high and low prices per share for June 4, 2002 on the New York Stock Exchange.
(3)  Additional shares of common stock issuable to the Amended and Restated Frontier Oil Corporation 1999
     Stock Plan as approved by the Company's shareholders as of April 18, 2002.
====================================================================================================================
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed solely to register additional securities.  In accordance with General
Instruction E of Form S-8, the registrant hereby incorporates by reference the contents of the registrant's registration statement on
Form S-8 filed on August 29, 1999 (No. 333-83971) relating to the Frontier Oil Corporation 1999 Stock Plan.
Item 8.  Exhibits.
Exhibit
Number
Description
5.1
Opinion of  Brown, Drew & Massey, LLP
23.1
Consent of  Brown, Drew & Massey, LLP (included in Exhibit 5.1)
23.2
Consent of Arthur Andersen LLP
24.1
Power of Attorney (included in signature page of this Registration Statement)
99.1
Amended and Restated Frontier Oil Corporation 1999 Stock Plan
SIGNATURES
The Registrant.  Pursuant to the requirements of the Securities Act of 1933, registrant certifies that it has reasonable
 grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be
 signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 5th day of June,
 2002.
FRONTIER OIL CORPORATION
By:
/s/  Julie H. Edwards
Julie H. Edwards
Executive Vice President-Finance
and Administration, Chief Financial Officer
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Frontier Oil Corporation (the
 "Company"), hereby constitutes and appoints James R. Gibbs and Julie H. Edwards, or either of them (with full power to each of them
 to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his
 name, place and stead, in any and all capacities, to sign, execute and file this Registration Statement under the Securities Act of
 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and
 all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority,
 granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and
 thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and
 purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and
 agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following
 persons in the capacities indicated on the 5th day of June, 2002.
Signature
Title
/s/  James R. Gibbs
James R. Gibbs
Chairman of the Board, President,
Chief Executive Officer and Director
(Principal Executive Officer)
/s/  Julie H. Edwards
Julie H. Edwards
Executive Vice President-Finance and Administration,
Chief Financial Officer
(Principal Financial Officer)
/s/  Nancy J. Zupan
Nancy J. Zupan
Vice President-Controller
(Principal Accounting Officer)
/s/  Douglas Y. Bech
Douglas Y. Bech
Director
/s/  G. Clyde Buck
G. Clyde Buck
Director
/s/  T. Michael Dossey
T. Michael Dossey
Director
/s/  James H. Lee
James H. Lee
Director
/s/  Paul B. Loyd, Jr.
Paul B. Loyd, Jr.
Director
/s/  Carl W. Schafer
Carl W. Schafer
Director
Exhibit 5.1
May 31, 2002
Board of Directors
Frontier Oil Corporation
10000 Memorial Drive, Suite 600
Houston, Texas 77024
Ladies and Gentlemen:
We have acted as local counsel to Frontier Oil Corporation, a Wyoming corporation (the "Company"), in connection with the
 Company's Registration Statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of
 1933, as amended, of the issuance of up to 1,600,000 shares (the "Shares") of the Company's common stock, no par value, pursuant to
 the Amended & Restated Frontier Oil Corporation 1999 Stock Plan.
In connection herewith, we have examined copies of such statutes, regulations, corporate records and documents, certificates
 of public and corporate officials and other agreements, contracts, documents and instruments as we have deemed necessary as a basis
 for the opinion hereafter expressed.  In such examination, we have assumed the genuineness of all signatures, the authenticity of all
 documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies.  We
 have also relied, to the extent we deem such reliance proper, upon information supplied by officers and employees of the Company with
 respect to various factual matters material to our opinion.
Based upon the foregoing and having due regard for such legal considerations as we deem relevant, we are of the opinion that
 the Shares have been duly authorized and reserved for issuance and, when issued in accordance with the terms of the Plan, will be
 validly issued, fully-paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Morris R. Massey
Brown, Drew & Massey, LLP
Exhibit 23.2
CONSENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our
 report dated February 8, 2002, included in Frontier Oil Corporation's Form 10-K for the year ended December 31,
 2001 and to all references to our firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Houston, Texas
June 5, 2002
Exhibit 99.1
AMENDED AND
RESTATED
FRONTIER OIL
CORPORATION
1999 STOCK
PLAN
SECTION 1.   Purpose of the Plan.
The  Frontier  Oil  Corporation  1999 Stock  Plan (the  "Plan") is  intended  to promote  the  interests  of  Frontier  Oil
Corporation,  a Wyoming corporation (the "Company"), by encouraging officers,  employees,  directors and consultants of the Company and
its Affiliates to acquire or increase  their equity  interest in the Company and to provide a means whereby they may develop a sense of
proprietorship and personal  involvement in the development and financial success of the Company,  and to encourage them to remain with
and devote their best efforts to the  business of the Company  thereby  advancing  the  interests of the Company and its  stockholders.
The Plan is also  contemplated  to enhance  the  ability of the  Company  and its  Affiliates  to attract  and retain the  services  of
individuals who are essential for the growth and profitability of the Company.
SECTION 2.   Definitions.
As used in the Plan, the following terms shall have the meanings set forth below:
"Affiliate" shall mean (i) any entity that, directly or through one or more  intermediaries,  is controlled by the Company,
(ii) any entity in which the  Company  has a  significant  equity  interest,  as  determined  by the  Committee,  and (iii) any "parent
corporation"  of the  Company  (as  defined in Section  424(e) of the Code) and any  "subsidiary  corporation"  of any such  parent (as
defined in Section 424(f) of the Code) thereof.
"Award" shall mean any Option, Performance Award, Bonus Shares, Other Stock-Based Award or Cash Award.
"Award Agreement" shall mean any written agreement,  contract,  or other instrument or document evidencing any Award, which
may, but need not, be executed or acknowledged by a Participant.
"Board" shall mean the Board of Directors of the Company.
"Bonus Shares" shall mean an award of Shares granted pursuant to Section 6(c) of the Plan.
"Cash Award" shall mean an award payable in cash granted pursuant to Section 6(d) of the Plan.
"Change in  Control"  shall  mean a change in  control  of a nature  that  would be  required  to be  disclosed  in a proxy
statement,  governed by the rules of the Securities and Exchange  Commission as in effect on the date of this Agreement;  provided that
without limitation, such a change in control shall be deemed to have occurred upon the occurrence of any one of the following:
(a) the consummation of any transaction (including without limitation, any merger,
consolidation, tender offer, or exchange offer) the result of which is that any
individual or "person" (as such term is used in Sections 13(d)(3) and
14(d)(2), of the Securities Exchange Act of 1934 - the "Exchange Act")
is or becomes the "beneficial owner" (as such term is defined in Rule
13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of
securities of the Company representing 25% or more of the combined voting power
of the Company's then outstanding securities,
(b) the first day during any period of 24 consecutive months, commencing before or
after the date of this Agreement that the individuals, who at the beginning of
such 24 month period were directors of the Company for whom the Executive shall
have voted, cease for any reason to constitute at least a majority of the Board
of Directors of the Company,
(c) the sale, lease, transfer, conveyance or other disposition (including by merger
or consolidation) in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Subsidiaries, taken as a
whole,
(d) the adoption of a plan relating to the liquidation or dissolution of the Company, or
(e) the date the Company files a report or proxy statement with the SEC stating that
a change in control has or may occur pursuant to any then existing contract or
termination.
"Code"  shall  mean the  Internal  Revenue  Code of 1986,  as  amended  from time to time,  and the  rules and  regulations
thereunder.
"Committee" shall mean the Compensation Committee of the Board.
"Consultant"  shall mean any  individual,  other than a Director or an  Employee,  who renders  consulting  services to the
Company or an Affiliate for a fee.
"Director" shall mean a "non-employee director" of the Company, as defined in Rule 16b-3.
"Employee"  shall mean any  employee  of the  Company or an  Affiliate  or any  person  who has been  extended  an offer of
employment by the Company or an Affiliate.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
"Fair Market Value" shall mean,  with respect to Shares,  the closing sales price of a Share on the applicable  date (or if
there is no trading in the Shares on such date, on the next  preceding  date on which there was trading) as reported in The Wall Street
Journal  (or other  reporting  service  approved  by the  Committee).  In the event the  Shares are not  publicly  traded at the time a
determination of its fair market value is required to be made hereunder,  the  determination of fair market value shall be made in good
faith by the Committee.
"Option"  shall mean an option  granted under  Section 6(a) of the Plan.  Options  granted under the Plan shall  constitute
"incentive stock options" for purposes of Section 422 of the Code or nonqualified stock option.
"Other  Stock-Based  Award"  shall  mean an award  granted  pursuant  to  Section  6(e) of the Plan  that is not  otherwise
specifically provided for, the value of which is based in whole or in part upon the value of a Share.
"Participant" shall mean any Director, Employee or Consultant granted an Award under the Plan.
"Performance Award" shall mean any right granted under Section 6(b) of the Plan.
"Person"  shall  mean  individual,  corporation,  partnership,  association,  joint-stock  company,  trust,  unincorporated
organization, government or political subdivision thereof or other entity.
"Rule 16b-3" shall mean Rule 16b-3  promulgated  by the SEC under the Exchange  Act, or any  successor  rule or  regulation
thereto as in effect from time to time.
"SEC" shall mean the Securities and Exchange Commission, or any successor thereto.
"Shares" or "Common  Shares" or "Common  Stock" shall mean the common stock of the  Company,  no par value,  and such other
securities or property as may become the subject of Awards under the Plan.
SECTION 3.  Administration.
The Plan shall be administered by the Committee.  A majority of the Committee  shall  constitute a quorum,  and the acts of
the members of the Committee who are present at any meeting thereof at which a quorum is present,  or acts unanimously  approved by the
members of the  Committee  in  writing,  shall be the acts of the  Committee.  Subject to the  following,  the  Committee,  in its sole
discretion,  may delegate any or all of its powers and duties under the Plan,  including  the power to grant Awards under the Plan,  to
the Chief  Executive  Officer of the Company,  subject to such  limitations  on such  delegated  powers and duties as the Committee may
impose.  Upon any such  delegation all references in the Plan to the  "Committee",  other than in Section 7, shall be deemed to include
the Chief Executive Officer;  provided,  however,  that such delegation shall not limit the Chief Executive  Officer's right to receive
Awards under the Plan.  Notwithstanding  the foregoing,  the Chief  Executive  Officer may not grant Awards to, or take any action with
respect to any Award previously  granted to, a person who is an officer or a member of the Board.  Subject to the terms of the Plan and
applicable  law, and in addition to other  express  powers and  authorizations  conferred on the  Committee by the Plan,  the Committee
shall have full power and  authority  to: (i)  designate  Participants;  (ii)  determine the type or types of Awards to be granted to a
Participant;  (iii)  determine the number of Shares to be covered by, or with respect to which payments,  rights,  or other matters are
to be calculated in connection  with,  Awards;  (iv) determine the terms and conditions of any Award;  (v) determine  whether,  to what
extent,  and under what  circumstances  Awards may be settled or exercised in cash,  Shares,  other  securities,  other Awards or other
property,  or  canceled,  forfeited,  or  suspended  and the method or methods by which  Awards may be  settled,  exercised,  canceled,
forfeited,  or suspended;  (vi) determine whether, to what extent, and under what circumstances cash, Shares,  other securities,  other
Awards,  other property,  and other amounts payable with respect to an Award shall be deferred either  automatically or at the election
of the holder thereof or of the  Committee;  (vii)  interpret and  administer  the Plan and any instrument or agreement  relating to an
Award made under the Plan; (viii) establish,  amend,  suspend,  or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper  administration  of the Plan; and (ix) make any other  determination and take any other action that the
Committee  deems  necessary or desirable for the  administration  of the Plan.  Unless  otherwise  expressly  provided in the Plan, all
designations,  determinations,  interpretations, and other decisions under or with respect to the Plan or any Award shall be within the
sole discretion of the Committee, may be made at any time and shall be final, conclusive,  and binding upon all Persons,  including the
Company, any Affiliate, any Participant, any holder or beneficiary of any Award, any stockholder and any Employee.
SECTION 4.  Shares Available for Awards.
(a)
Shares  Available
.  Subject to  adjustment  as provided  in Section  4(c),  the number of Shares with  respect to which
Awards may be granted  under the Plan  shall be 3.6  million.  If any Award is  exercised,  paid,  forfeited,  terminated  or  canceled
without  the  delivery  of Shares or other  consideration,  then the Shares  covered  by such  Award,  to the  extent of such  payment,
exercise, forfeiture, termination or cancellation, shall again be Shares with respect to which Awards may be granted.
(b)
Sources of Shares  Deliverable  Under Awards
.  Any Shares  delivered  pursuant to an Award may consist,  in whole or in
part, of authorized and unissued Shares or of treasury Shares.
(c)
Adjustments
.  In the event that the Committee  determines that any dividend or other distribution  (whether in the form
of cash, Shares, other securities,  or other property),  recapitalization,  stock split, reverse stock split,  reorganization,  merger,
consolidation,  split-up,  spin- off, combination,  repurchase,  or exchange of Shares or other securities of the Company,  issuance of
warrants or other rights to purchase  Shares or other  securities  of the Company,  or other  similar  corporate  transaction  or event
affects  the Shares  such that an  adjustment  is  determined  by the  Committee  to be  appropriate  in order to prevent  dilution  or
enlargement of the benefits or potential  benefits  intended to be made available  under the Plan,  then the Committee  shall,  in such
manner as it may deem  equitable,  adjust  any or all of (i) the  number  and type of Shares (or other  securities  or  property)  with
respect to which Awards may be granted,  (ii) the number and type of Shares (or other  securities or property)  subject to  outstanding
Awards,  and (iii) the grant or exercise price with respect to any Award or, if deemed  appropriate,  make provision for a cash payment
to the holder of an outstanding Award.
SECTION 5.   Eligibility.
Any Employee, Director or Consultant shall be eligible to be designated a Participant.
SECTION 6.   Awards.
(a)
Options
.  Subject to the provisions of the Plan, the Committee  shall have the authority to determine the  Participants
to whom Options shall be granted,  the number of Shares to be covered by each Option,  the purchase  price  therefor and the conditions
and limitations  applicable to the exercise of the Option,  including the following terms and conditions and such additional  terms and
conditions, as the Committee shall determine, that are not inconsistent with the provisions of the Plan.
(i)
Exercise Price
. The purchase price per Share  purchasable  under an Option shall be determined by
the Committee at the time the Option is granted, but shall not be less than the Fair
Market Value per Share on such grant date.
(ii)
Time and Method of Exercise
. The Committee shall determine the time or
times at which an Option may be exercised in whole or in part, and the method or
methods by which, and the form or forms (which may include, without limitation,
cash, check acceptable to the Company, Shares already-owned for more than six
months, outstanding Awards, Shares that would otherwise be acquired upon
exercise of the Option, a "cashless- broker" exercise (through
procedures approved by the Company), other securities or other property, loans,
notes approved by the Committee, or any combination thereof, having a Fair
Market Value on the exercise date equal to the relevant exercise price) in which
payment of the exercise price with respect thereto may be made or deemed to have
been made.
(iii)
Incentive Stock Options
. The terms of any Option granted under the Plan
intended to be an incentive stock option shall comply in all respects with the
provisions of Section 422 of the Code, or any successor provision, and any
regulations promulgated thereunder. Incentive stock options may be granted only
to employees of the Company and its parent corporation and subsidiary
corporations, within the meaning of Section 424 of the Code. To the extent the
aggregate Fair Market Value of the Shares (determined as of the date of grant)
of an Option to the extent exercisable for the first time during any calendar
year (under all plans of the Company and its parent and subsidiary corporations)
exceeds $100,000, such Option Shares in excess of $100,000 shall not be
incentive stock options.
(iv)
No Repricings
.  The Committee may not amend an Option to lower its exercise price nor cancel an Option and grant a
           replacement Option with a lower exercise price.
(b)
Performance  Awards
.  The  Committee  shall  have the  authority  to  determine  the  Participants  who  shall  receive a
Performance  Award,  which  shall be  denominated  as a cash  amount at the time of grant and  confer on the  Participant  the right to
receive payment of such Award, in whole or in part, upon the achievement of such performance  goals during such performance  periods as
the Committee shall establish with respect to the Award.
(i)
Terms and Conditions
. Subject to the terms of the Plan and any applicable
Award Agreement, the Committee shall determine the performance goals to be
achieved during any performance period, the length of any performance period,
the amount of any Performance Award and the amount of any payment or transfer to
be made pursuant to any Performance Award.
(ii)
Payment of Performance Awards
. Performance Awards may be paid (in cash
and/or in Shares, in the sole discretion of the Committee) in a lump sum or in
installments following the close of the performance period, in accordance with
procedures established by the Committee with respect to such Award.
(c)
Bonus Shares
.  The Committee shall have the authority,  in its  discretion,  to grant Bonus Shares to  Participants.  Each
Bonus Share shall constitute a transfer of an unrestricted  Share to the  Participant,  without other payment  therefor,  as additional
compensation for the Participant's services to the Company.
(d)
Cash Awards
.  The Committee  shall have the authority to determine the  Participants to whom Cash Awards shall be granted,
the amount,  and the terms or  conditions,  if any, as additional  compensation  for the  Participant's  services to the Company or its
Affiliates.  A Cash Award may be granted (simultaneously or subsequently)  separately or in tandem with another Award and may entitle a
Participant to receive a specified  amount of cash from the Company upon such other Award becoming  taxable to the  Participant,  which
cash amount may be based on a formula  relating to the anticipated  taxable income  associated with such other Award and the payment of
the Cash Award.
(e)
Other Stock-Based  Awards
.  The Committee may also grant to Participants an Other Stock-Based  Award,  which shall consist
of a right which is an Award  denominated  or payable in, valued in whole or in part by reference to, or otherwise  based on or related
to,  Shares as is deemed by the  Committee  to be  consistent  with the  purposes  of the Plan.  Subject to the terms of the Plan,  the
Committee shall determine the terms and conditions of any such Other Stock-Based Award.
(f)
General
.
(i)
Awards May Be Granted  Separately or Together
.  Awards may, in the discretion of the  Committee,  be granted either alone
or in addition to, in tandem with, or in  substitution  for any other Award granted under the Plan or any award granted under any other
plan of the Company or any  Affiliate.  Awards  granted in addition to or in tandem with other Awards or awards granted under any other
plan of the Company or any  Affiliate  may be granted  either at the same time as or at a  different  time from the grant of such other
Awards or awards.
(ii)
Forms of Payment  by Company  Under  Awards
.  Subject  to the terms of the Plan and of any  applicable  Award  Agreement,
payments or  transfers to be made by the Company or an  Affiliate  upon the grant,  exercise or payment of an Award may be made in such
form or forms as the Committee shall determine,  including,  without limitation,  cash, Shares, other securities, other Awards or other
property,  or any combination  thereof,  and may be made in a single payment or transfer,  in installments,  or on a deferred basis, in
each case in accordance  with rules and  procedures  established  by the  Committee.  Such rules and  procedures  may include,  without
limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments.
(iii)
Limits on Transfer of Awards
.
(A)
Except as provided in (C) below, each Award, and each right under any Award,
shall be exercisable only by the Participant during the Participant's
lifetime, or by the person to whom the Participant's rights shall pass by
will or the laws of descent and distribution.
(B)
Except as provided in (C) below, no Award and no right under any such Award may
be assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by a Participant otherwise than by will or by the laws of descent and
distribution and any such purported assignment, alienation, pledge, attachment,
sale, transfer or encumbrance shall be void and unenforceable against the
Company or any Affiliate.
(C)
Notwithstanding anything in the Plan to the contrary, to the extent specifically
provided by the Committee with respect to a grant, an Option (other than an
incentive stock option) may be transferred to immediate family members or
related family trusts, limited partnerships or similar entities on such terms
and conditions as the Committee may establish.
(iv)
Term of Awards
.  The term of each Award shall be for such period as may be determined by the Committee;  provided,  that
in no event shall the term of any Award exceed a period of 10 years from the date of its grant.
(v)
Share  Certificates
.  All certificates for Shares or other securities of the Company or any Affiliate  delivered under the
Plan  pursuant  to any Award or the  exercise  thereof  shall be subject to such stop  transfer  orders and other  restrictions  as the
Committee may deem  advisable  under the Plan or the rules,  regulations,  and other  requirements  of the SEC, any stock exchange upon
which such Shares or other securities are then listed,  and any applicable  federal or state laws, and the Committee may cause a legend
or legends to be put on any such certificates to make appropriate reference to such restrictions.
(vi)
Consideration  for Grants
.  Awards may be granted for no cash  consideration or for such  consideration as the Committee
determines including, without limitation, such minimal cash consideration as may be required by applicable law.
(vii)
Delivery of Shares or other  Securities  and Payment by Participant  of  Consideration
.  No Shares or other  securities
shall be  delivered  pursuant  to any Award  until  payment  in full of any  amount  required  to be paid  pursuant  to the Plan or the
applicable  Award Agreement  (including,  without  limitation,  any exercise price,  tax payment or tax withholding) is received by the
Company.  Such payment may be made by such method or methods and in such form or forms as the  Committee  shall  determine,  including,
without  limitation,  cash, Shares,  other securities,  other Awards or other property,  withholding of Shares,  cashless exercise with
simultaneous sale, or any combination thereof;  provided that the combined value, as determined by the Committee,  of all cash and cash
equivalents  and the Fair Market Value of any such Shares or other property so tendered to the Company,  as of the date of such tender,
is at least equal to the full amount required to be paid pursuant to the Plan or the applicable Award Agreement to the Company.
SECTION 7.   Amendment and Termination.
Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the
Plan:
(i)
Amendments to the Plan
.  Except as required by applicable law or the rules of the principal  securities  market on which
the shares are traded and subject to Section  7(ii) below,  the Board or the  Committee  may amend,  alter,  suspend,  discontinue,  or
terminate the Plan without the consent of any  stockholder,  Participant,  other holder or  beneficiary  of an Award,  or other Person;
provided,  however,  no such amendment may be made without  stockholder  approval,  if such amendment would (i) materially increase the
benefits  accruing to  Participants,  (ii)  materially  increase the number of Shares  authorized  under the Plan, or (iii)  materially
increase the Persons eligible for Awards under the Plan.
(ii)
Amendments to Awards
.  The Committee  may waive any  conditions or rights under,  amend any terms of, or alter any Award
theretofore  granted,  provided no change,  other than pursuant to Section 7(iii), in any Award shall reduce the benefit to Participant
without the consent of such Participant.
(iii)
Adjustment  of Awards  Upon the  Occurrence  of Certain  Unusual  or  Nonrecurring  Events
.  The  Committee  is hereby
authorized to make  adjustments  in the terms and  conditions  of, and the criteria  included in, Awards in  recognition  of unusual or
nonrecurring  events  (including,  without  limitation,  the events  described in Section 4(c) of the Plan) affecting the Company,  any
Affiliate, or the financial statements of the Company or any Affiliate,  or of changes in applicable laws,  regulations,  or accounting
principles,  whenever the Committee  determines that such  adjustments  are appropriate in order to prevent  dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan.
SECTION 8.   Change in Control.
Notwithstanding  any other  provision  of this Plan to the  contrary,  in the event of a Change in Control of the  Company all
outstanding  Awards  automatically  shall become fully vested  immediately prior to such Change in Control (or such earlier time as set
by the Committee),  all restrictions,  if any, with respect to such Awards shall lapse, all performance  criteria, if any, with respect
to such Awards  shall be deemed to have been met in full (at the highest  level),  and unless the  Company  survives as an  independent
publicly  traded  company,  all Options  outstanding  at the time of the event or  transaction  shall  terminate,  except to the extent
provision is made in writing in connection  with such event or transaction  for the  continuation  of the Plan and/or the assumption of
the Options  theretofore  granted, or for the substitution for such Options of new options covering the stock of a successor entity, or
the parent or subsidiary  thereof,  with  appropriate  adjustments as to the number and kinds of shares and exercise  prices,  in which
event the Plan and Options theretofore granted shall continue in the manner and under the terms so provided.
SECTION 9.   General Provisions.
(a)
No Rights to Awards
.  No  Director,  Employee,  Consultant  or other  Person shall have any claim to be granted any Award,
and there is no obligation for uniformity of treatment of Employees,  Consultants,  or holders or  beneficiaries  of Awards.  The terms
and conditions of Awards need not be the same with respect to each recipient.
(b)
Withholding
.  The Company or any Affiliate is  authorized  to withhold  from any Award,  from any payment due or transfer
made under any Award or under the Plan or from any  compensation  or other amount owing to a participant  the amount (in cash,  Shares,
other  securities,  Shares that would  otherwise be issued  pursuant to such Award,  other Awards or other  property) of any applicable
taxes required to be withheld by the Company in respect of an Award, its exercise,  the lapse of restrictions  thereon,  or any payment
or  transfer  under an Award or under the Plan and to take such other  action as may be  necessary  in the  opinion  of the  Company to
satisfy all  obligations  for the payment of such taxes.  In addition,  the  Committee  may provide,  in an Award  Agreement,  that the
Participant may direct the Company to satisfy such  Participant's  tax obligation  through the  "constructive"  tender of already-owned
Shares or the withholding of Shares otherwise to be acquired upon the exercise or payment of such Award.
(c)
No Right to  Employment
.  The grant of an Award shall not be  construed as giving a  Participant  the right to be retained
in the employ of the Company or any  Affiliate.  Further,  the  Company or an  Affiliate  may at any time  dismiss a  Participant  from
employment,  free from any  liability  or any claim under the Plan,  unless  otherwise  expressly  provided in the Plan or in any Award
Agreement.
(d)
Governing  Law
. The validity,  construction,  and effect of the Plan and any rules and  regulations  relating to the Plan
shall be determined in accordance with the laws of the State of Wyoming and applicable federal law.
(e)
Severability
.  If any  provision  of the Plan or any  Award  is or  becomes  or is  deemed  to be  invalid,  illegal,  or
unenforceable  in any  jurisdiction  or as to any  Person or Award,  or would  disqualify  the Plan or any Award  under any law  deemed
applicable by the  Committee,  such provision  shall be construed or deemed amended to conform to the applicable  laws, or if it cannot
be construed or deemed  amended  without,  in the  determination  of the Committee,  materially  altering the intent of the Plan or the
Award,  such  provision  shall be stricken as to such  jurisdiction,  Person or Award and the  remainder of the Plan and any such Award
shall remain in full force and effect.
(f)
Other Laws
.  The  Committee  may refuse to issue or transfer any Shares or other  consideration  under an Award if, acting
in its sole  discretion,  it  determines  that the issuance of transfer or such Shares or such other  consideration  might  violate any
applicable  law or  regulation  or entitle the Company to recover the same under  Section  16(b) of the  Exchange  Act, and any payment
tendered to the Company by a Participant,  other holder or beneficiary in connection  with the exercise of such Award shall be promptly
refunded to the relevant Participant, holder or beneficiary.
(g)
No Trust or Fund  Created
.  Neither  the Plan nor the Award  shall  create or be  construed  to create a trust or separate
fund of any kind or a fiduciary  relationship  between the Company or any  Affiliate  and a  Participant  or any other  Person.  To the
extent that any Person acquires a right to receive  payments from the Company or any Affiliate  pursuant to an Award,  such right shall
be no greater than the right of any general unsecured creditor of the Company or any Affiliate.
(h)
No  Fractional  Shares
.  No  fractional  Shares  shall be issued or delivered  pursuant to the Plan or any Award,  and the
Committee  shall determine  whether cash,  other  securities,  or other property shall be paid or transferred in lieu of any fractional
Shares or whether such fractional Shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.
(i)
Headings
.  Headings  are given to the  Sections  and  subsections  of the Plan  solely  as a  convenience  to  facilitate
reference.  Such headings  shall not be deemed in any way material or relevant to the  construction  or  interpretation  of the Plan or
any provision thereof.
(j)
Parachute  Tax  Gross-Up
.  If it shall be finally  determined  that the  grant,  payment  or  acceleration  of vesting or
payment,  whether in cash or stock,  of any Award made to a Participant  under the Plan is subject to the excise tax imposed by Section
4999 of the Code, the Company shall pay such person an amount of cash (the  "Additional  Amount") such that the net amount  received by
such person after paying all applicable taxes (and any interest and penalties  imposed with respect thereto) on such Additional  Amount
shall be equal to the amount that such person would have received if Section 4999 were not applicable.
SECTION 10.   Effective Date of the Plan As Amended and Restated.
The Plan was approved by the  stockholders  at the  Company's  annual  stockholders'  meeting on April 29,  1999.  Immediately
after such stockholder  approval,  the Plan was amended on the same date by a First  Amendment,  effective for all purposes as of April
29, 1999.  The Plan as amended and restated shall be effective for all purposes as of April 29, 1999.
SECTION 11.   Term of the Plan.
No Award shall be granted  under the Plan after the 10th  anniversary  of the date the Plan is adopted by the Board.  However,
unless otherwise expressly provided in the Plan or in an applicable Award Agreement,  any Award granted prior to such termination,  and
the authority of the Board or the Committee to amend,  alter,  adjust,  suspend,  discontinue,  or terminate any such Award or to waive
any conditions or rights under such Award, shall extend beyond such termination date.