1995 STOCK OPTION AND STOCK COMPENSATION PLAN

 Exhibit 10.10

                           AMERICAN RIVERS OIL COMPANY
                  1995 STOCK OPTION AND STOCK COMPENSATION PLAN

     1.  Purposes of and  Benefits  Under the Plan.  This 1995 Stock  Option and
Stock Compensation Plan (the "Plan") is intended to encourage stock ownership by
employees and officers (whether or not they are employees) of and consultants to
American  Rivers Oil Company  (the  "Corporation"),  so that they may acquire or
increase  their  proprietary  interest  in the  Corporation,  and is intended to
facilitate the  Corporation's  efforts to (i) induce qualified persons to become
employees or officers of or  consultants  to the  Corporation;  (ii)  compensate
employees,  officers and consultants for services to the Corporation;  and (iii)
encourage  such  persons  to remain  in the  employ  of or  associated  with the
Corporation and to put forth maximum efforts for the success of the Corporation.
The Plan also  provides the  Corporation  the  opportunity  to  compensate  such
persons  through the  issuance of shares of its Common  Stock,  in lieu of cash,
therefore allowing the Corporation to preserve its cash for other purposes.

     2. Definitions. As used in this Plan, the following words and phrases shall
have the meanings indicated:

        (a) "Board" shall mean the Board of Directors of the Corporation.

        (b) "Committee" shall mean the Compensation  Committee  appointed by the
Board, if one has been appointed.  If no Committee has been appointed,  the term
"Committee" shall mean the Board.

        (c) "Common  Stock" shall mean the  Corporation's  $.01 par value common
stock.

        (d)  "Employee"  means  any  person  or entity  that  renders  bona fide
services  to  the  Corporation,  including,  without  limitation:  (i) a  person
employed by the  Company;  (ii) an officer or director of the  Company,  (iii) a
person or company  engaged by the Company as a  consultant  or  advisor;  (iv) a
lawyer, law firm,  accountant or accounting firm, engaged by the Company; or (v)
any other person defined as an "employee" herein.

        (e)  "Recipient"  means any person  granted an Option or awarded a Award
hereunder.

     3. Administration.
        ---------------

        (a) The Plan shall be administered by the Committee. The Committee shall
have the authority in its discretion,  subject to and not inconsistent  with the
express  provisions of the Plan, to administer  the Plan and to exercise all the
powers and authorities either specifically conferred under the Plan or necessary
or advisable in the  administration  of the Plan,  including the  authority:  to
grant  Options  and  Awards;   to  determine  the  vesting  schedule  and  other
restrictions,  if any, relating to Options and Awards; to determine the purchase
price of the shares of Common Stock covered by each Option (the "Option Price");
to determine  the persons to whom,  and the time or times at which,  Options and
Awards shall be granted; to determine the number of shares to be covered by each
Option or Award;  to interpret the Plan;  to prescribe,  amend and rescind rules
and  regulations  relating to the Plan; to determine the terms and provisions of
the Option agreements  (which need not be identical)  entered into in connection
with Options granted under the Plan; and to make all other determinations deemed
necessary or advisable  for the  administration  of the Plan.  The Committee may
delegate  to  one or  more  of  its  members  or to  one  or  more  agents  such
administrative duties as it may deem advisable,  and the Committee or any person
to whom it has  delegated  duties as aforesaid may employ one or more persons to
render  advice with respect to any  responsibility  the Committee or such person
may have under the Plan.

        (b) Options and Awards granted under the Plan shall be evidenced by duly
adopted  resolutions of the Committee  included in the minutes of the meeting at
which they are adopted or in a unanimous written consent.

        (c) The  Committee  shall  endeavor  to  administer  the Plan and  grant
Options and Awards hereunder in a manner that is compatible with the obligations
of persons  subject to Section 16 of the U.S.  Securities  Exchange  Act of 1934
(the "1934 Act"),  although  compliance with Section 16 is the obligation of the
Recipient,  not the  Corporation.  Neither  the  Committee,  the  Board  nor the
Corporation  can assume any legal  responsibility  for a Recipient's  compliance
with his obligations under Section 16 of the 1934 Act.

        (d) No member of the  Committee  or the  Board  shall be liable  for any
action taken or determination made in good faith with respect to the Plan or any
Option or Award granted hereunder.

     4. Eligibility.

        (a) Subject to certain  limitations  hereinafter set forth,  Options and
Awards  may be  granted  to  employees  and  officers  (whether  or not they are
employees) of and consultants to the Corporation.  In determining the persons to
whom  Options or Awards  shall be granted and the number of shares to be covered
by each Option or Award, the Committee shall take into account the duties of the
respective persons, their present and potential  contributions to the success of
the Corporation,  and such other factors as the Committee shall deem relevant to
accomplish the purposes of the Plan.

                                      -2-

        (b) A Recipient shall be eligible to receive more than one grant of
an Option or Award during the term of the Plan,  on the terms and subject to the
restrictions herein set forth.

     5. Stock Reserved.

        (a) The stock subject to Options or Awards  hereunder shall be shares of
Common Stock.  Such shares,  in whole or in part, may be authorized but unissued
shares  or  shares  that  shall  have  been or  that  may be  reacquired  by the
Corporation.  The aggregate number of shares of Common Stock as to which Options
and  Awards  may be  granted  from time to time  under the Plan shall not exceed
750,000, subject to adjustment as provided in Section 6(f) hereof.

        (b) If any Option  outstanding  under the Plan for any reason expires or
is terminated  without having been exercised in full, or if any Award granted is
forfeited because of vesting or other restrictions imposed at the time of grant,
the shares of Common Stock allocable to the  unexercised  portion of such Option
or the  forfeited  portion of the Award shall become  available  for  subsequent
grants of Options and Awards under the Plan.

     6. Terms and  Conditions of Options.  Each Option  granted  pursuant to the
Plan shall be evidenced by a written Option  agreement  between the  Corporation
and the Recipient, which agreement shall be substantially in the form of Exhibit
A hereto as modified from time to time by the Committee in its  discretion,  and
which shall comply with and be subject to the following terms and conditions:

        (a) Number of Shares.  Each Option  agreement  shall state the number of
shares of Common Stock covered by the Option.

        (b) Option Price.  Each Option  agreement  shall state the Option Price,
which  shall  be  determined  by the  Committee  subject  only to the  following
restrictions:

            (1) The Option Price shall be subject to  adjustment  as provided in
Section 6(f) hereof.

            (2) The date on which the  Committee  adopts a resolution  expressly
granting an Option shall be considered  the day on which such option is granted,
unless a future date is specified in the resolution.

        (c) Term of Option.  Each Option agreement shall state the period during
and times at which the  Option  shall be  exercisable,  in  accordance  with the
following limitations:

            (1) The date on which the  Committee  adopts a resolution  expressly
granting an Option shall be considered  the day on which such Option is granted,
although  such grant shall not be effective  until the Recipient has executed an
Option agreement with respect to such Option.

                                      -3-

            (2) The  exercise  period of any Option  shall not exceed five years
from the date of grant of the Option.

            (3) The  Committee  shall have the authority to accelerate or extend
the  exercisability  of any  outstanding  Option  at such  time and  under  such
circumstances  as it, in its sole  discretion,  deems  appropriate.  No exercise
period may be so extended to increase  the term of the Option  beyond five years
from the date of the grant.

        (d) Method of Exercise and Medium and Time of Payment.

            (1) An Option  may be  exercised  as to any or all  whole  shares of
Common  Stock as to which it then is  exercisable,  provided,  however,  that no
Option may be  exercised as to less than 100 shares (or such number of shares as
to which the Option is then  exercisable  if such  number of shares is less than
100).

            (2) Each exercise of an Option granted  hereunder,  whether in whole
or in part,  shall  be  effected  by  written  notice  to the  Secretary  of the
Corporation  designating  the  number of shares as to which the  Option is being
exercised,  and shall be  accompanied by payment in full of the Option Price for
the  number  of shares  so  designated,  together  with any  written  statements
required by, or deemed by the Corporation's counsel to be advisable pursuant to,
any applicable securities laws.

            (3) The Option  Price shall be paid in cash,  or in shares of Common
Stock having a fair market value equal to such Option  Price,  or in property or
in a combination  of cash,  shares and property and,  subject to approval of the
Committee,  may be  effected  in whole or in part with funds  received  from the
Corporation at the time of exercise as a compensatory cash payment.

            (4) The  Committee  shall have the sole and absolute  discretion  to
determine whether or not property other than cash or Common Stock may be used to
purchase the shares of Common Stock hereunder and, if so, to determine the value
of the property received.

            (5) The Recipient  shall make provision for the withholding of taxes
as required by Paragraph 8 hereof.

                                      -4 -

        (e) Transferability Restriction.

            (l)(A) As a condition  to the transfer of any shares of Common Stock
issued upon exercise of an Option granted under this Plan, the  Corporation  may
require an opinion of counsel,  satisfactory to the  Corporation,  to the effect
that such  transfer will not be in violation of the  Securities  Act of 1933, as
amended (the "1933 Act") or any other  applicable  securities  laws or that such
transfer has been registered  under federal and all applicable  state securities
laws.  (B)  Further,  the  Corporation  shall  be  authorized  to  refrain  from
delivering or  transferring  shares of Common Stock issued under this Plan until
the  Committee  determines  that such  delivery  or  transfer  will not  violate
applicable securities laws and the Recipient has tendered to the Corporation any
federal,  state or local tax owed by the Recipient as a result of exercising the
Option  or  disposing  of any  Common  Stock  when the  Corporation  has a legal
liability  to  satisfy  such tax.  (C) The  Corporation  shall not be liable for
damages due to delay in the  delivery or issuance of any stock  certificate  for
any reason whatsoever,  including, but not limited to, a delay caused by listing
requirements of any securities  exchange or any registration  requirements under
the 1933 Act, the 1934 Act, or under any other state, federal or provincial law,
rule or  regulation.  (D) The  Corporation  is under no  obligation  to take any
action or incur any  expense in order to  register  or qualify  the  delivery or
transfer  of shares of  Common  Stock  under  applicable  securities  laws or to
perfect any exemption from such  registration or qualification  unless otherwise
provided in a separate written agreement. (E) Furthermore,  the Corporation will
not be liable to any  Recipient  for  failure to deliver or  transfer  shares of
Common Stock if such failure is based upon the provisions of this paragraph.

        (f) Effect of Certain Changes.

            (1) If there is any  change in the  number of shares of  outstanding
Common  Stock  through  the  declaration  of  stock  dividends,   or  through  a
recapitalization  resulting in stock splits or combinations or exchanges of such
shares,  the number of shares of Common  Stock  available  for  Options  and the
number of such shares covered by outstanding Options, and the exercise price per
share of the  outstanding  Options,  shall be  proportionately  adjusted  by the
Committee to reflect any increase or decrease in the number of issued  shares of
Common Stock; provided,  however, that any fractional shares resulting from such
adjustment shall be eliminated.

            (2) In the event of the proposed  dissolution  or liquidation of the
Corporation, or any corporate separation or division, including, but not limited
to,  split-up,  split-off  or  spin-off,  or a merger  or  consolidation  of the
Corporation with another corporation,  the Committee may provide that the holder
of each Option then exercisable shall have the right to exercise such Option (at
its then current Option Price) solely for the kind and amount of shares of stock
and other securities,  property, cash or any combination thereof receivable upon
such dissolution,  liquidation,  corporate separation or division,  or merger or
consolidation by a holder of the number of shares of Common Stock for which such
Option  might  have  been  exercised  immediately  prior  to  such  dissolution,
liquidation,  corporate separation or division, or merger or consolidation;  or,
in the  alternative the Committee may provide that each Option granted under the
Plan shall  terminate as of a date fixed by the  Committee;  provided,  however,
that not less than 30 days'  written  notice of the date so fixed shall be given
to each  Recipient,  who shall  have the  right,  during  the  period of 30 days
preceding such termination,  to exercise the Option as to all or any part of the
shares of Common Stock covered thereby, including shares as to which such Option
would not otherwise be exercisable.

                                      -5-

            (3)  Paragraph  (2) of this Section 6(f) shall not apply to a merger
or  consolidation  in which the  Corporation  is the surviving  corporation  and
shares of Common Stock are not converted into or exchanged for stock, securities
of any other corporation,  cash or any other thing of value. Notwithstanding the
preceding  sentence,   in  case  of  any  consolidation  or  merger  of  another
corporation  into the  Corporation  in which the  Corporation  is the  surviving
corporation  and in which there is a  reclassification  or change  (including  a
change to the right to receive  cash or other  property) of the shares of Common
Stock  (excluding a change in par value,  or from no par value to par value,  or
any change as a result of a subdivision or combination, but including any change
in such shares into two or more classes or series of shares),  the Committee may
provide that the holder of each Option then exercisable  shall have the right to
exercise such Option solely for the kind and amount of shares of stock and other
securities  (including  those  of any  new  direct  or  indirect  parent  of the
Corporation),  property,  cash or any combination  thereof  receivable upon such
reclassification, change, consolidation or merger by the holder of the number of
shares of Common Stock for which such Option might have been exercised.

            (4) To the extent that the foregoing  adjustments relate to stock or
securities of the Corporation,  such adjustments shall be made by the Committee,
whose determination -in that respect shall be final, binding and conclusive.

            (5) Except as expressly  provided in this Section 6(f) the Recipient
shall have no rights by reason of any subdivision or  consolidation of shares of
stock of any class,  or the payment of any stock  dividend or any other increase
or decrease  in the number of shares of stock of any class,  or by reason of any
dissolution,  liquidation,  merger,  or consolidation  or spin-off.of  assets or
stock  of.another  corporation;  .and any issue by the  Corporation of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the  number or price of shares of Common  Stock  subject  to an Option.  The
grant of an Option pursuant to the Plan shall not affect in any way the right or
power of the Corporation to make adjustments, reclassifications, reorganizations
or changes of its capital or business structures, or to merge or consolidate, or
to dissolve,  liquidate,  or sell or transfer all or any part of its business or
assets.

                                      -6-

        (g) No Rights as Shareholder - Non-Distributive Intent.

            (1)  Neither a  Recipient  of an Option nor such  Recipient's  legal
representative,  heir, legatee or distributee,  shall be deemed to be the holder
of, or to have any rights of a holder  with  respect  to, any shares  subject to
such Option until after the Option is exercised and the shares are issued.

            (2)  No  adjustment  shall  be  made  for  dividends   (ordinary  or
extraordinary,  whether in cash,  securities or other property) or distributions
or other  rights  for which  the  record  date is prior to the date  such  stock
certificate is issued, except as provided in Section 6(f) hereof.

            (3)  Upon  exercise  of  an  Option  at a  time  when  there  is  no
registration  statement  in effect  under the 1933 Act  relating  to the  shares
issuable  upon  exercise,  shares  may be  issued to the  Recipient  only if the
Recipient  represents and warrants in writing to the Corporation that the shares
purchased  are  being  acquired  for  investment  and  not  with a  view  to the
distribution thereof and provides the Corporation with sufficient information to
establish an exemption from the registration requirements of the 1933 Act.

            (4) No shares shall be issued upon the exercise of an Option  unless
and until there shall have been compliance with any then applicable requirements
of the U.S.  Securities and Exchange Commission or any other regulatory agencies
having jurisdiction over the Corporation.

        (h) Other Provisions.  Option  Agreements  authorized under the Plan may
contain such other provisions as the Committee shall deem advisable,  including,
without limitation, the imposition of restrictions upon the vesting and exercise
of an Option.

     7. Grant of Stock  Awards.  In addition  to, or in lieu of, the grant of an
Option, the Committee may grant Awards.

        (a) At the time of grant of a Award,  the Committee may impose a vesting
period  of up to  five  years,  and  such  other  restrictions  which  it  deems
appropriate.  Unless otherwise directed by the Committee at the time of grant of
a Award,  the Recipient  shall be considered a shareholder of the Corporation as
to the Award shares which have vested in the grantee at any time  regardless  of
any forfeiture provisions which have not yet arisen.

        (b) The  grant of a Award and the  issuance  and  delivery  of shares of
Common Stock pursuant thereto shall be subject to approval by the  Corporation's
counsel of all legal matters in connection therewith,  including compliance with
the  requirements  of the 1933 Act, the 1934 Act,  other  applicable  securities
laws,  rules and  regulations,  and the requirements of any stock exchanges upon
which the Common Stock then may be listed. Any certificates prepared to evidence
Common  Stock  issued  pursuant  to a Award  grant  shall  bear  legends  as the
Corporation's counsel may seem necessary or advisable.

                                      -7-

     8.  Agreement by Recipient  Regarding  Withholding  Taxes.  Each  Recipient
agrees that the  Corporation,  to the extent permitted or required by law, shall
deduct a sufficient  number of shares due to the Recipient  upon exercise of the
Option  or the  grant  of a Award  to  allow  the  Corporation  to pay  federal,
provincial,  state and local  taxes of any kind  required  by law to be withheld
upon the  exercise  of such  Option or payment of such Award from any payment of
any kind otherwise due to the Recipient.  The Corporation shall not be obligated
to advise any  Recipient  of the  existence  of any tax or the amount  which the
Corporation will be so required to withhold.

     9. Term of Plan.  Options  and Awards  may be granted  under this Plan from
time to time  within a period of five years from the date the Plan is adopted by
the Board.

     10.  Amendment and  Termination  of the Plan. The Committee at any time and
from  time to time  may  suspend,  terminate,  modify  or  amend  the  Plan.  No
suspension,  termination,  modification  or amendment of the Plan may  adversely
affect any Option or Award previously granted, unless the written consent of the
Recipient is obtained.

     11.  Assumption.  Subject  to Section  6, the terms and  conditions  of any
outstanding  Options  granted  pursuant  to this Plan  shall be  assumed  by, be
binding upon and shall inure to the benefit of any successor  corporation to the
Corporation and shall, to the extent applicable,  continue to be governed by the
terms and conditions of this Plan. Such successor corporation may, but shall not
be obligated to, assume this Plan.

     12. Termination of Right of Action. Every right of action arising out of or
in  connection  with  the Plan by or on  behalf  of the  Corporation,  or by any
shareholder of the Corporation against any past, present or future member of the
Board or the  Committee,  or against  any  employee,  or by an  employee  (past,
present or future) against the  Corporation,  irrespective of the place where an
action may be brought  and of the place of  residence  of any such  shareholder,
director or employee,  will cease and be barred by the expiration of three years
from the date of the act or omission in respect of which such right of action is
alleged to have arisen or such shorter period as may be provided by law.

     13. Tax  Litigation.  The  Corporation  shall  have the right,  but not the
obligation,   to  contest,   at  its  expense,   any  tax  ruling  or  decision,
administrative or judicial,  on any issue which is related to the Plan and which
the Board  believes to be important to holders of Options or Common Stock issued
pursuant to Awards granted under the Plan and to conduct any such contest or any
litigation arising therefrom to a final decision.

     14.  Adoption.  This Plan was  approved  by the Board of  Directors  of the
Corporation effective November ---, 1995.

                                      -8-

                                                                      Exhibit A
                                                                      ----------

                         FORM OF STOCK OPTION AGREEMENT
                         ------------------------------

     STOCK OPTION  AGREEMENT  made as of this  ----------  day of -------- , 199
- - -----,   by  and  between   American   Rivers  Oil   Company,   a  Wyoming  (the
"Corporation"), and (the "Recipient").

     In accordance with the Corporation's 1995 Stock Option and Stock Award Plan
(the "Plan"),  a copy of which is attached hereto and is incorporated  herein by
reference,  the  Corporation  desires,  in  connection  with the services of the
Recipient, to provide the Recipient with an opportunity to acquire shares of the
Corporation's  $.01 par value common stock ("Common  Stock") on favorable  terms
and thereby increase the Recipient's proprietary interest in the Corporation and
incentive  to put forth  maximum  efforts for the success of the business of the
Corporation.  Capitalized  terms used but not defined herein are used as defined
in the Plan.

     NOW,  THEREFORE,  in  consideration  of the premises  and mutual  covenants
herein set forth and other good and valuable consideration,  the Corporation and
the Recipient agree as follows:

     1.  Confirmation  of Grant of Option.  Pursuant to a  determination  of the
Committee  or, in the absence of a  Committee,  by the Board of Directors of the
Corporation made on --------- , 19 ---- (the "Date of Grant"),  the Corporation,
subject  to the  terms  of the  Plan and of this  Agreement,  confirms  that the
Recipient  has been  irrevocably  granted  on the Date of Grant,  as a matter of
separate inducement and agreement,  a Stock Option (the "Option") exercisable to
purchase  an  aggregate  of shares  ---------  of Common  Stock on the terms and
conditions  herein set forth,  subject to  adjustment as provided in Paragraph 8
hereof.

     2. Option Price.  The Option Price of shares of Common Stock covered by the
Option will be -------- per share (the "Option  Price") subject to adjustment as
provided in Paragraph 8 hereof.

     3. Exercise of Option.  Except as otherwise provided herein or in Section 6
of the Plan,  the Option may be exercised in whole or in part at any time during
the term of the Option.  The Option may not be  exercised  at any one time as to
fewer than 100  shares (or such  number of shares as to which the Option is then
exercisable  if such  number  of shares is less than  100).  The  Option  may be
exercised by written notice to the Secretary of the  Corporation  accompanied by
payment in full of the Option Price as provided in Section 6(d) of the Plan.

     4. Term of Option.  The term of the Option  will be  through  ----------  ,
- - -------,  subject to earlier  termination  or  cancellation  as provided in this
Agreement. The holder of the Option will not have any rights to dividends or any
other rights of a shareholder with respect to any shares of Common Stock subject
to the Option  until such  shares  shall have been issued (as  evidenced  by the
appropriate  transfer  agent of the  Corporation)  upon  purchase of such shares
through exercise of the Option.

     5.  Adjustments.  The  Option  shall  be  subject  to  adjustment  upon the
occurrence of certain events as set forth in Section 6(f) of the Plan.

     6. No Registration Obligation. The Recipient understands that the Option is
not registered under the 1933 Act and, unless by separate written agreement, the
Corporation  has no obligation to so register the Option or any of the shares of
Common Stock subject to and issuable  upon the exercise of the Option,  although
it may from time to time  register  under the 1933 Act the shares  issuable upon
exercise of Options granted pursuant to the Plan. The Recipient  represents that
the Option is being  acquired  for the  Recipient's  own account and that unless
registered by the Corporation,  the shares of Common Stock issued on exercise of
the Option will be acquired  by the  Recipient  for  investment.  The  Recipient
understands that the Option is, and the underlying  securities may be, issued to
the Recipient in reliance upon  exemptions  from the 1933 Act, and  acknowledges
and agrees that all  certificates  for the shares  issued  upon  exercise of the
Option will bear the following  legends unless such shares are registered  under
the 1933 Act prior to their issuance:

     The shares  represented by this  Certificate have not been registered under
     the  Securities  Act  of  1933  (the  "1933  Act"),   and  are  "restricted
     securities"  as that term is  defined  in Rule 144 under the 1933 Act.  The
     shares may not be offered for sale,  sold or otherwise  transferred  except
     pursuant  to an  effective  registration  statement  under  the 1933 Act or
     pursuant  to an  exemption  from  registration  under  the  1933  Act,  the
     availability  of  which is to be  established  to the  satisfaction  of the
     Company.

     The  Recipient  further  understands  and  agrees  that the  Option  may be
exercised  only if at the  time of  such  exercise  the  underlying  shares  are
registered  and/or the Recipient and the  Corporation  are able to establish the
existence of an exemption  from  registration  under the 1933 Act and applicable
state or other laws.

     7. Notices.  Each notice  relating to this Agreement will be in writing and
delivered in person or by certified mail to the proper  address.  Notices to the
Corporation  shall be addressed to the  Corporation,  attention:  President,  at
- - ------------------   ,  or  at  such  other  address  as  may   constitute   the
Corporation's  principal  place  of  business  at the  time,  with  a  copy  to:
- - ----------  , -  -------------.  Notices  to the  Recipient  or other  person or
persons then entitled to exercise the Option shall be addressed to the Recipient
or such other  person or persons at the  Recipient's  address  below  specified.
Anyone to whom a notice may be given under this  Agreement  may  designate a new
address by notice to that effect given pursuant to this Paragraph 10.

                                      A-2

     8.  Approval of Counsel.  The  exercise of the Option and the  issuance and
delivery of shares of Common Stock pursuant thereto shall be subject to approval
by the  Corporation's  counsel  of all legal  matters in  connection  therewith,
including  compliance  with the  requirements  of the 1933 Act,  the  Securities
Exchange Act of 1934, as amended,  applicable  state and other  securities laws,
the rules and  regulations  thereunder,  and the  requirements  of any  national
securities exchange(s) upon which the Common Stock then may be listed.

     9. Benefits of Agreement.  This  Agreement will inure to the benefit of and
be binding upon each successor and assignee of the Corporation.  All obligations
imposed upon the Recipient and all rights granted to the Corporation  under this
Agreement will be binding upon the Recipient's heirs, legal  representatives and
successors.

     10.  Effect of  Governmental  and Other  Regulations.  The  exercise of the
Option and the  Corporation's  obligation  to sell and  deliver  shares upon the
exercise  of the Option are  subject to all  applicable  federal and state laws,
rules and  regulations,  and to such approvals by any regulatory or governmental
agency which may, in the opinion of counsel for the Corporation, be required.

     11. Incorporation of the Plan. The Plan is attached hereto and incorporated
herein by reference. In the event that any provision in this Agreement conflicts
with a provision in the Plan, the provisions of the Plan shall govern.

     Executed  in the name and on behalf of the  Corporation  by one of its duly
authorized officers and by the Recipient all as of the date first above written.

                                       AMERICAN RIVERS OIL COMPANY

Date                 , 19              By
     ----------------    ----             --------------------------------------
                                                                   , President
                                          -------------------------

                                      A-3

     The undersigned Recipient has read and understands the terms of this Option
Agreement and the attached Plan and hereby agrees to comply therewith.

Date                   , 19           
    -------------------    ----               ----------------------------------
                                              Signature of Recipient

                                             Tax ID Number:
                                                            --------------------
                                             
                                             Address:
            
                                             -----------------------------------

                                             -----------------------------------

                                      A-4 

Basic Info X:

Name: 1995 STOCK OPTION AND STOCK COMPENSATION PLAN
Type: Compensation Plan
Date: July 15, 1996
Company: AMERICAN RIVERS OIL CO
State: Wyoming

Other info:

Date:

  • November

Organization:

  • Conditions of Options
  • Time of Payment
  • Effect of Certain Changes
  • U.S. Securities and Exchange Commission
  • Grant of Stock Awards
  • Termination of Right of Action
  • American Rivers Oil Company
  • Grant of Option
  • Board of Directors of the Corporation
  • Date of Grant
  • Option Price of shares of Common Stock

Location:

  • U.S.
  • Wyoming

Money:

  • $ .01