1995 STOCK OPTION AND STOCK COMPENSATION PLAN

 Exhibit 10.3

                           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 Corpora tion, and such other factors as the Committee shall deem relevant to
accomplish the purposes of the Plan.

          (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.

                                      -2-

     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.

                                      -3-

          (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.

               (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.

          (e) Transferability Restriction.

                                      -4-

               (1)(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.

          (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.

                                      -6-

               (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.

     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.

                                      -7-

     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  Corpora  tion,  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 December 8, 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  "Corpora  tion"),  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
Corpora tion.  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: March 12, 1996
Company: AMERICAN RIVERS OIL CO
State: Wyoming

Other info:

Date:

  • December 8 , 1995

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.
  • Corpora
  • Wyoming

Money:

  • $ .01